UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended December 29, 2018

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to

Commission file number 001-35368

(Exact Name of Registrant as Specified in Its Charter)

British Virgin Islands N/A

(State or other jurisdiction ofincorporation or organization)

(I.R.S. EmployerIdentification No.)

33 KingswayLondon, United Kingdom

WC2B 6UF(Address of principal executive offices)

(Registrant’s telephone number, including area code: 44 207 632 8600)

Michael Kors Holdings Limited(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.

x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).

x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2of the Exchange Act.

Large accelerated filer ý Accelerated filer ¨

Non-accelerated filer ¨ Smaller reporting company ¨ Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).¨ Yes x No

As of January 31, 2019 , Capri Holdings Limited had 150,708,513 ordinary shares outstanding.

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TABLE OF CONTENTS

PageNo.

PART I FINANCIAL INFORMATION Item 1. Financial Statements 3 Consolidated Balance Sheets (unaudited) as of December 29, 2018 and March 31, 2018 3

Consolidated Statements of Operations and Comprehensive Income (unaudited) for the three months and nine months ended December 29,2018 and December 30, 2017 4

Consolidated Statements of Shareholders’ Equity (unaudited) for the nine months ended December 29, 2018 5 Consolidated Statements of Cash Flows (unaudited) for the nine months ended December 29, 2018 and December 30, 2017 6 Notes to Consolidated Financial Statements (unaudited) 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 32 Item 3. Quantitative and Qualitative Disclosures About Market Risk 54 Item 4. Controls and Procedures 56 PART II OTHER INFORMATION Item 1. Legal Proceedings 57 Item 1A. Risk Factors 57 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 57 Item 6. Exhibits 57 Signatures 58

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PART I - FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS

CAPRI HOLDINGS LIMITED AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS

(In millions, except share data)(Unaudited)

December 29,

2018 March 31,

2018Assets

Current assets Cash and cash equivalents $ 264.5 $ 163.1Receivables, net 291.2 290.5Inventories 764.7 660.7Prepaid expenses and other current assets 2,119.1 147.8

Total current assets 3,439.5 1,262.1Property and equipment, net 543.6 583.2Intangible assets, net 1,132.9 1,235.7Goodwill 780.0 847.7Deferred tax assets 47.2 56.2Other assets 85.2 74.1

Total assets $ 6,028.4 $ 4,059.0

Liabilities and Shareholders’ Equity Current liabilities

Accounts payable $ 329.0 $ 294.1Accrued payroll and payroll related expenses 99.2 93.0Accrued income taxes 22.5 77.6Short-term debt 579.4 200.0Accrued expenses and other current liabilities 357.3 295.6

Total current liabilities 1,387.4 960.3Deferred rent 130.6 128.4Deferred tax liabilities 181.6 186.3Long-term debt 1,954.7 674.4Other long-term liabilities 107.0 88.1

Total liabilities 3,761.3 2,037.5Commitments and contingencies Shareholders’ equity

Ordinary shares, no par value; 650,000,000 shares authorized; 213,432,129 shares issued and 148,313,496outstanding at December 29, 2018; 210,991,091 shares issued and 149,698,407 outstanding at March 31, 2018 — —

Treasury shares, at cost (65,118,633 shares at December 29, 2018 and 61,292,684 shares at March 31, 2018) (3,223.1) (3,015.9)Additional paid-in capital 892.4 831.1Accumulated other comprehensive (loss) income (92.9) 50.5Retained earnings 4,687.3 4,152.0

Total shareholders’ equity of Capri 2,263.7 2,017.7Noncontrolling interest 3.4 3.8Total shareholders’ equity 2,267.1 2,021.5

Total liabilities and shareholders’ equity $ 6,028.4 $ 4,059.0

See accompanying notes to consolidated financial statements.

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CAPRI HOLDINGS LIMITED AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In millions, except share and per share data)(Unaudited)

Three Months Ended Nine Months Ended

December 29,

2018 December 30,

2017 December 29,

2018 December 30,

2017Total revenue $ 1,438.0 $ 1,440.1 $ 3,894.3 $ 3,539.1Cost of goods sold 564.8 556.1 1,507.2 1,389.6

Gross profit 873.2 884.0 2,387.1 2,149.5Selling, general and administrative expenses 506.1 485.9 1,466.0 1,267.4Depreciation and amortization 51.5 54.0 160.1 149.9Impairment of long-lived assets 5.9 2.6 17.2 18.9Restructuring and other charges (1) 19.7 28.0 49.2 51.3Total operating expenses 583.2 570.5 1,692.5 1,487.5

Income from operations 290.0 313.5 694.6 662.0Other income, net (1.4) (0.1) (3.7) (1.0)Interest expense, net 7.7 8.3 21.1 10.2Foreign currency loss (gain) 42.6 27.0 78.5 (14.7)

Income before provision for income taxes 241.1 278.3 598.7 667.5Provision for income taxes 41.7 58.9 76.0 119.9

Net income 199.4 219.4 522.7 547.6Less: Net loss attributable to noncontrolling interest (0.2) — (0.9) (0.2)

Net income attributable to Capri $ 199.6 $ 219.4 $ 523.6 $ 547.8

Weighted average ordinary shares outstanding: Basic 149,183,049 152,047,963 149,420,087 152,772,067Diluted 150,268,424 154,623,339 151,457,921 155,220,984

Net income per ordinary share attributable to Capri: Basic $ 1.34 $ 1.44 $ 3.50 $ 3.59Diluted $ 1.33 $ 1.42 $ 3.46 $ 3.53

Statements of Comprehensive Income:

Net income $ 199.4 $ 219.4 $ 522.7 $ 547.6Foreign currency translation adjustments (31.7) 41.6 (159.9) 78.7Net gain (loss) on derivatives 1.7 (0.3) 16.4 (16.4)

Comprehensive income 169.4 260.7 379.2 609.9Less: Net loss attributable to noncontrolling interest (0.2) — (0.9) (0.2)Less: Other comprehensive income (loss) attributable to

noncontrolling interest — 0.1 (0.1) 0.1

Comprehensive income attributable to Capri $ 169.6 $ 260.6 $ 380.2 $ 610.0

(1) Restructuring and other charges includes store closure costs recorded in connection with the Michael Kors Retail Fleet Optimization Plan (as defined in Note 9

) and other restructuring initiatives, and transaction and transition costs recorded in connection with the acquisitions of Jimmy Choo Group Limited and GianniVersace S.r.l.

See accompanying notes to consolidated financial statements.

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CAPRI HOLDINGS LIMITED AND SUBSIDIARIESCONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(In millions, except share data which is in thousands)(Unaudited)

Ordinary Shares Additional

Paid-inCapital

Treasury Shares AccumulatedOther

ComprehensiveIncome (Loss)

RetainedEarnings

Total

Equity ofCapri

Non-controllingInterests

TotalEquity Shares Amounts Shares Amounts

Balance at March 31, 2018,as previously reported 210,991 $ — $ 831.1 (61,293) $ (3,015.9) $ 50.5 $ 4,152.0 $ 2,017.7 $ 3.8 $ 2,021.5

Adoption of accountingstandards (See Note 2) — — — — — — 11.7 11.7 — 11.7

Balance as of April 1, 2018 210,991 — 831.1 (61,293) (3,015.9) 50.5 4,163.7 2,029.4 3.8 2,033.2Net income (loss) — — — — — — 523.6 523.6 (0.9) 522.7Other comprehensive loss — — — — — (143.4) — (143.4) (0.1) (143.5)Total comprehensive income

(loss) — — — — — — — 380.2 (1.0) 379.2Vesting of restricted awards,

net of forfeitures 781 — — — — — — — — —Exercise of employee share

options 1,660 — 23.0 — — — — 23.0 — 23.0Equity compensation expense — — 38.3 — — — — 38.3 — 38.3Purchase of treasury shares — — — (3,826) (207.2) — — (207.2) — (207.2)Increase in noncontrollinginterest — — — — — — — — 0.6 0.6Balance at December 29,2018 213,432 $ — $ 892.4 (65,119) $ (3,223.1) $ (92.9) $ 4,687.3 $ 2,263.7 $ 3.4 $ 2,267.1

See accompanying notes to consolidated financial statements.

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CAPRI HOLDINGS LIMITED AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)(Unaudited)

Nine Months Ended

December 29,

2018 December 30,

2017Cash flows from operating activities Net income $ 522.7 $ 547.6Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 160.1 149.9Equity compensation expense 38.3 29.6Deferred income taxes 12.1 33.1Impairment of long-lived assets 17.2 18.9Tax benefit on exercise of share options (24.1) (0.2)Amortization of deferred financing costs 2.6 2.5Foreign currency losses (gains) 78.5 (14.7)Other non-cash charges 2.0 2.6Change in assets and liabilities:

Receivables, net (8.6) 17.1Inventories (127.1) 20.8Prepaid expenses and other current assets (51.1) 31.9Accounts payable 52.0 (21.4)Accrued expenses and other current liabilities 75.1 54.6Other long-term assets and liabilities 26.0 1.0

Net cash provided by operating activities 775.7 873.3Cash flows from investing activities Capital expenditures (134.7) (83.8)Purchase of intangible assets (1.7) (3.2)Cash paid for business acquisitions, net of cash acquired (1.8) (1,414.5)Realized (loss) gain on hedge related to acquisitions (77.4) 4.7

Net cash used in investing activities (215.6) (1,496.8)Cash flows from financing activities Debt borrowings 3,597.2 2,078.8Debt repayments (1,926.3) (1,222.1)Debt issuance costs (15.0) —Repurchase of treasury shares (207.2) (161.0)Exercise of employee share options 23.0 5.5Other financing activities — (0.2)

Net cash provided by financing activities 1,471.7 701.0Effect of exchange rate changes on cash and cash equivalents (9.1) 10.3Net increase in cash and cash equivalents and restricted cash 2,022.7 87.8Beginning of period (including restricted cash of $0.3 million at March 31, 2018 and $1.9 million at April 1, 2017) 163.4 229.6End of period (including restricted cash of $1,921.6 million and $0.3 million, respectively, at December 29, 2018 andDecember 30, 2017) $ 2,186.1 $ 317.4

Supplemental disclosures of cash flow information Cash paid for interest $ 23.7 $ 6.5Cash paid for income taxes $ 128.0 $ 85.0Supplemental disclosure of non-cash investing and financing activities Accrued capital expenditures $ 23.1 $ 22.0

See accompanying notes to consolidated financial statements.

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CAPRI HOLDINGS LIMITED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Business and Basis of Presentation

The Company was incorporated in the British Virgin Islands (“BVI”) on December 13, 2002 as Michael Kors Holdings Limited and changed its name toCapri Holdings Limited (“Capri,” and together with its subsidiaries, the “Company”) on December 31, 2018. The Company is a holding company that owns brandsthat are leading designers, marketers, distributors and retailers of branded women’s and men’s accessories, apparel and footwear bearing the Versace, Jimmy Chooand Michael Kors tradenames and related trademarks and logos. The Company’s business consists of four reportable segments: Michael Kors (“MK”) Retail, MKWholesale, MK Licensing and Jimmy Choo. See Note 18 for additional information.

On November 1, 2017, the Company completed the acquisition of Jimmy Choo Group Limited (“Jimmy Choo”) for a total transaction value of $1.447billion . As a result, the Company has consolidated Jimmy Choo into its operations beginning on November 1, 2017, as a separate reporting segment. On December31, 2018, the Company acquired all outstanding equity interests of Gianni Versace S.r.l. (“Versace”). See Note 4 and Note 20 for additional information.

The interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.GAAP”) and include the accounts of the Company and its wholly-owned or controlled subsidiaries. All significant intercompany balances and transactions havebeen eliminated in consolidation. The interim consolidated financial statements as of December 29, 2018 and for the three and nine months ended December 29,2018 and December 30, 2017 are unaudited. In addition, certain information and footnote disclosures normally included in financial statements prepared inaccordance with U.S. GAAP have been condensed or omitted. The interim consolidated financial statements reflect all normal and recurring adjustments, whichare, in the opinion of management, necessary for a fair presentation in conformity with U.S. GAAP. The interim consolidated financial statements should be readin conjunction with the audited financial statements and notes thereto for the year ended March 31, 2018 , as filed with the Securities and Exchange Commissionon May 30, 2018, in the Company’s Annual Report on Form 10-K. The results of operations for the interim periods should not be considered indicative of resultsto be expected for the full fiscal year.

The Company utilizes a 52 to 53 week fiscal year ending on the Saturday closest to March 31. As such, the term “Fiscal Year” or “Fiscal” refers to the 52-week or 53-week period, ending on that day. The results for the three and nine months ended December 29, 2018 and December 30, 2017 , are based on 13-weekand 39-week periods, respectively.

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to use judgment and make estimates that affect the reportedamounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues andexpenses during the reporting period. The level of uncertainty in estimates and assumptions increases with the length of time until the underlying transactions arecompleted. The most significant assumptions and estimates involved in preparing the financial statements include allowances for customer deductions, salesreturns, sales discounts and doubtful accounts, estimates related to the Company’s customer loyalty program for Michael Kors, estimates of gift card breakage,estimates of inventory recovery, the valuation of share-based compensation, valuation of deferred taxes and the valuation of and the estimated useful lives used foramortization and depreciation of intangible assets and property and equipment. Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to the prior periods’ financial information in order to conform to the current period’s presentation.

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Seasonality

The Company experiences certain effects of seasonality with respect to its business. The Company’s MK Retail segment generally experiences greater salesduring its third fiscal quarter as a result of holiday season sales. The MK Wholesale segment generally experiences the lowest sales in its first fiscal quarter. TheJimmy Choo segment generally experiences greater sales during its first and third fiscal quarters, primarily driven by the product launch calendar and holidayseason sales. In the aggregate, the Company’s first fiscal quarter typically experiences less sales volume relative to the other three quarters and its third fiscalquarter generally has higher sales volume relative to the other three quarters.

Derivative Financial Instruments

Forward Foreign Currency Exchange Contracts

The Company uses forward currency exchange contracts to manage its exposure to fluctuations in foreign currency for certain transactions. The Company,in its normal course of business, enters into transactions with foreign suppliers and seeks to minimize risks related to these transactions. The Company employsthese forward currency contracts to hedge the Company’s cash flows, as they relate to foreign currency transactions. Certain of these contracts are designated ashedges for accounting purposes, while others remain undesignated. All of the Company’s derivative instruments are recorded in the Company’s consolidatedbalance sheets at fair value on a gross basis, regardless of their hedge designation.

In connection with the September 24, 2018 definitive agreement to acquire all of the outstanding shares of Versace, the Company entered into forwardforeign currency exchange contracts with notional amounts totaling €1.680 billion (approximately $2.001 billion ) to mitigate its foreign currency exchange riskthrough the expected closing date of the acquisition, which were settled on December 21, 2018. Likewise, in connection with the July 25, 2017 cash offer toacquire Jimmy Choo, the Company entered into a forward foreign currency exchange contract with a notional amount of £1.115 billion (approximately $1.469billion ) to mitigate its foreign currency exchange risk through the expected closing date of the acquisition, which was settled on October 30, 2017. Thesederivative contracts were not designated as accounting hedges. Therefore, changes in fair value are recorded to foreign currency (gain) loss in the Company’sconsolidated statements of operations and comprehensive income. The Company’s accounting policy is to classify cash flows from derivative instruments in thesame category as the cash flows from the items being hedged. Accordingly, during the nine months ended December 29, 2018 and December 30, 2017 , theCompany classified $77.4 million of realized losses and $4.7 million of realized gains, respectively, relating to these derivative instruments within cash flows frominvesting activities.

The Company designates certain contracts related to the purchase of inventory that qualify for hedge accounting as cash flow hedges. Formal hedgedocumentation is prepared for all derivative instruments designated as hedges, including description of the hedged item and the hedging instrument and the riskbeing hedged. The changes in the fair value for contracts designated as cash flow hedges is recorded in equity as a component of accumulated other comprehensiveincome (loss) until the hedged item affects earnings. When the inventory related to forecasted inventory purchases that are being hedged is sold to a third party, thegains or losses deferred in accumulated other comprehensive income (loss) are recognized within cost of goods sold. The Company uses regression analysis toassess effectiveness of derivative instruments that are designated as hedges, which compares the change in the fair value of the derivative instrument to the changein the related hedged item. If the hedge is no longer expected to be highly effective in the future, future changes in the fair value are recognized in earnings. Forthose contracts that are not designated as hedges, changes in the fair value are recorded to foreign currency (gain) loss in the Company’s consolidated statements ofoperations and comprehensive income. The Company classifies cash flows relating to its forward foreign currency exchange contracts related to purchase ofinventory consistently with the classification of the hedged item, within cash flows from operating activities.

The Company is exposed to the risk that counterparties to derivative contracts will fail to meet their contractual obligations. In order to mitigatecounterparty credit risk, the Company only enters into contracts with carefully selected financial institutions based upon their credit ratings and certain otherfinancial factors, adhering to established limits for credit exposure. The aforementioned forward contracts generally have a term of no more than 12 months . Theperiod of these contracts is directly related to the foreign transaction they are intended to hedge.

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Net Investment Hedges

The Company also uses fixed-to-fixed cross currency swap agreements to hedge its net investments in foreign operations against future volatility in theexchange rates between our U.S. Dollars and these foreign currencies. The Company has elected the spot method of designating these contracts under ASU 2017-12, as defined below, and has designated these contracts as net investment hedges. The net gain or loss on net investment hedged is reported within foreigncurrency translation gains and losses (“CTA”), as a component of accumulated other comprehensive income (loss) on the Company’s consolidated balance sheets.Interest accruals and coupon payments are recognized directly in interest expense in the Company’s statement of operations and comprehensive income. Upondiscontinuation of a hedge, all previously recognized amounts remain in CTA until the hedged net investment is sold, diluted, or liquidated.

Net Income per Share

The Company’s basic net income per ordinary share is calculated by dividing net income by the weighted average number of ordinary shares outstandingduring the period. Diluted net income per ordinary share reflects the potential dilution that would occur if share option grants or any other potentially dilutiveinstruments, including restricted shares and restricted share units (“RSUs”), were exercised or converted into ordinary shares. These potentially dilutive securitiesare included in diluted shares to the extent they are dilutive under the treasury stock method for the applicable periods. Performance-based RSUs are included indiluted shares if the related performance conditions are considered satisfied as of the end of the reporting period and to the extent they are dilutive under thetreasury stock method.

The components of the calculation of basic net income per ordinary share and diluted net income per ordinary share are as follows (in millions, except shareand per share data):

Three Months Ended Nine Months Ended

December 29,

2018 December 30,

2017 December 29,

2018 December 30,

2017

Numerator: Net income attributable to Capri $ 199.6 $ 219.4 $ 523.6 $ 547.8Denominator:

Basic weighted average shares 149,183,049 152,047,963 149,420,087 152,772,067Weighted average dilutive share equivalents: Share options and restricted shares/units, and

performance restricted share units 1,085,375 2,575,376 2,037,834 2,448,917Diluted weighted average shares 150,268,424 154,623,339 151,457,921 155,220,984

Basic net income per share $ 1.34 $ 1.44 $ 3.50 $ 3.59

Diluted net income per share $ 1.33 $ 1.42 $ 3.46 $ 3.53

During the three and nine months ended December 29, 2018 , share equivalents of 2,022,564 shares and 1,117,277 shares, respectively, have been excludedfrom the above calculations due to their anti-dilutive effect. Share equivalents of 2,243,436 shares and 2,503,782 shares, respectively, have been excluded from theabove calculations during the three and nine months ended December 30, 2017 .

See Note 2 in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2018 for a complete disclosure of the Company’s significantaccounting policies.

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Recently Adopted Accounting Pronouncements

Hedge Accounting

On August 28, 2017, the FASB issued ASU 2017-12, “ Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” The new standard is intended to improve and simplify rules relating to hedge accounting, including the elimination of periodic hedge ineffectiveness, recognitionand presentation of components excluded from hedge effectiveness assessment, the ability to elect to perform subsequent effectiveness assessments qualitatively,and other provisions designed to provide more transparency around the economics of a company’s hedging strategy. ASU 2017-12 is effective for the Company inFiscal 2020, with early adoption permitted. The Company adopted ASU 2017-12 during the three months ended June 30, 2018, which resulted in a net increase toopening retained earnings of less than $0.1 million as of April 1, 2018, due to the elimination of ineffectiveness for cash flow hedges in effect as of the date ofadoption. The Company has applied the spot method of designating its net investment hedges, which were executed during the nine months ended December 29,2018 .

Revenue Recognition

In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers (Topic 606) ,” which provides new guidance for revenuesrecognized from contracts with customers, requiring that revenue is recognized at an amount the Company is entitled to upon transferring control of goods orservices to customers, as opposed to when risks and rewards transfer to a customer. In July 2015, ASU 2015-14, “ Revenue from Contracts with Customers (Topic606): Deferral of the Effective Date, ” deferred the effective date of ASU 2014-09 by one year, to interim reporting periods within the annual reporting periodbeginning after December 15, 2017, or the first quarter of the Company’s Fiscal 2019. This standard may be applied retrospectively to all prior periods presented,or retrospectively with a cumulative adjustment to retained earnings in the year of adoption (“modified retrospective method”).

The FASB issued several additional ASUs to provide implementation guidance on ASU 2014-09, including ASU 2016-20, “ Technical Corrections andImprovements to Topic 606, Revenue from Contracts with Customers ” in December 2016; ASU 2016-12, “ Revenue from Contracts with Customers (Topic 606):Narrow-Scope Improvements and Practical Expedients ” in May 2016; ASU 2016-10, “ Revenue from Contracts with Customers (Topic 606): IdentifyingPerformance Obligations and Licensing ” in April 2016; and ASU 2016-08, “ Revenue from Contracts with Customers (Topic 606): Principal versus AgentConsiderations (Reporting Revenue Gross versus Net) ” in March 2016. The Company considered this guidance in evaluating the impact of ASU 2014-09(collectively, “ASC 606”).

On April 1, 2018, the Company adopted ASC 606 using the modified retrospective method and recognized the $6.7 million (net of a tax of $1.7 million )cumulative effect of adoption as an adjustment to the opening balance of retained earnings. The below table details the components of the cumulative adjustmentrecorded on April 1, 2018 (in millions):

March 31, 2018 As Reported under ASC

605 ASC 606 Adjustments

April 1, 2018 As Reported Under ASC

606Receivables, net $ 290.5 $ 3.8 (1) $ 294.3Accrued expenses and other current liabilities 295.6 (4.6) (2) 291.0Deferred tax liabilities 186.3 1.7 (3) 188.0Retained earnings 4,152.0 6.7 4,158.7

(1) Includes a $3.5 million adjustment related to product licensing revenue, which was previously recorded on a one-month lag and $0.3 million of

guaranteed advertising minimums recognized by product licensees on a straight-line basis over the contract year.(2) Relates to recognition of breakage revenue associated with gift card liabilities not subject to escheatment.(3) Relates to income tax effect of the above adjustments.

In addition, while the Company has previously recorded the right of return asset and liability on a gross basis, in connection with its adoption of ASC 606, ithas reclassified the return liability of $16.2 million from receivables, net to accrued expenses and other current liabilities in its consolidated balance sheets as ofDecember 29, 2018 . Otherwise, the adoption of this standard did not have a material impact on the Company's consolidated financial statements as of and for thethree and nine months ended December 29, 2018 , or any individual line items therein.

See Note 3 for additional disclosures related to the Company’s revenue recognition accounting policy.

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Share-Based Compensation

In May 2017, the FASB issued ASU 2017-09, “ Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting ”, which simplifiesmodification accounting for entities that change the terms or conditions of share-based awards. ASU 2017-09 was adopted during the first quarter of Fiscal 2019,as required, on a prospective basis. The adoption of this standard did not have an impact on the Company's consolidated financial statements. The Company willapply ASU 2017-09 to any future changes to the terms and conditions of its share-based compensation awards.

Income Taxes

In October 2016, the FASB issued ASU 2016-16, “ Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory ”, which requiresrecognition of income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The Company adopted ASU 2016-16in the beginning of Fiscal 2019, as required, using the modified retrospective method. On April 1, 2018, the Company recorded the $4.9 million cumulative effectof adoption as an adjustment to the opening balance of retained earnings.

Recently Issued Accounting Pronouncements

We have considered all new accounting pronouncements and, other than the recent pronouncements discussed below, have concluded that there are no newpronouncements that may have a material impact on our results of operations, financial condition or cash flows based on current information.

Lease Accounting

In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842), ” which requires lessees to recognize a lease liability and a right-to-use asset on thebalance sheet for all leases, except certain short-term leases. ASU 2016-02 is effective beginning with the Company’s Fiscal 2020, with early adoption permitted.The Company plans to apply the package of three practical expedients, allowing it to carry forward its previous lease classification and embedded lease evaluationsand not to reassess initial direct costs as of the date of adoption, as well as the practical expedient allowing it to combine lease and non-lease components. TheCompany also plans on adopting the practical expedient from ASU 2018-11, “ Leases (Topic 842): Targeted Improvements, ” allowing it to recognize acumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without restating the comparative prior year periods . TheCompany's existing lease obligations, which relate to stores, corporate locations, warehouses, and equipment, will be subject to the new standard and will result inrecording a lease liability and right-to-use asset for operating leases on the Company's consolidated balance sheet. Accordingly, adoption of this standard isexpected to significantly increase the Company's total assets and total liabilities.

The FASB has issued several additional ASUs to provide implementation guidance relating to ASU 2016-02, including ASU 2018-01, “ Land EasementPractical Expedient for Transition to Topic 842 ” in January 2018, ASU 2018-10, “ Codification Improvements to Topic 842, Leases ” and ASU 2018-11, “ Leases(Topic 842): Targeted Improvements, ” both issued in July 2018, and ASU 2018-20, “ Leases (Topic 842) - Narrow-Scope Improvements for Lessors ” issued inDecember 2018. The Company will consider this guidance in evaluating the impact of ASU 2016-02.

Intangibles

In August 2018, the FASB issued ASU 2018-15, “ Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting forImplementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, ” which reduces the complexity for the accounting for costs ofimplementing a cloud computing service arrangement. The standard aligns the accounting for capitalizing implementation costs of hosting arrangements,regardless of whether or not the contract conveys a license to the hosted software. ASU 2018-15 is effective beginning with the Company’s Fiscal 2021, with earlyadoption permitted, and can either be presented prospectively or retrospectively. The Company is currently evaluating the impact of ASU 2018-15 on itsconsolidated financial statements.

3. Revenue Recognition

The Company accounts for contracts with its customers when there is approval and commitment from both parties, the rights of the parties and paymentterms have been identified, the contract has commercial substance and collectability of consideration is probable. Revenue is recognized when control of thepromised goods or services is transferred to the Company's customers in an amount that reflects the consideration the Company expects to be entitled to inexchange for goods or services.

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The Company sells its products through three primary channels of distribution: retail, wholesale and licensing. Within the retail and wholesale channels,substantially all of the Company’s revenues consist of sales of products that represent a single performance obligation, where control transfers at a point in time tothe customer. For licensing arrangements, royalty and advertising revenue is recognized over time based on access provided to Michael Kors and Jimmy Chootrademarks.

The Company has chosen to apply the practical expedient allowing it not to disclose the amount of the transaction price allocated to the remainingperformance obligations that have an expected duration of 12 months or less.

Retail

Michael Kors generates sales through four primary retail store formats: “Collection” stores, “Lifestyle” stores, outlet stores and e-commerce. Michael Korssells its own products and licensed products bearing the Michael Kors name, directly to the end consumer throughout the Americas (U.S., Canada and LatinAmerica, excluding Brazil), Europe and certain parts of Asia. Jimmy Choo generates sales through directly operated stores and e-commerce throughout theAmericas, EMEA (Europe, Middle East, and Africa) and certain parts of Asia. In addition to these retail formats, the Company operates concessions in a selectnumber of department stores.

Retail revenue is recognized when control of the product is transferred at the point of sale at Company owned stores, including concessions. For e-commerce transactions, control is transferred when products are delivered to the customer, net of estimated returns. To arrive at net sales for retail, gross sales arereduced by actual customer returns, as well as by a provision for estimated future customer returns.

Sales taxes collected from retail customers are presented on a net basis and, as such, are excluded from revenue. Shipping and handling costs that are billedto customers are included in net sales, with the related costs recorded in cost of goods sold. Shipping and handling costs that are not billed to customers areaccounted for as fulfillment costs.

Gift Cards. The Company sells gift cards that can be redeemed for merchandise, resulting in a contract liability recorded upon issuance. Revenue isrecognized when the gift card is redeemed or upon “breakage” for the estimated portion of gift cards that are not expected to be redeemed. “Breakage” revenue iscalculated under the proportional redemption methodology, which considers the historical patterns of redemption in jurisdictions where the Company is notrequired to remit the value of the unredeemed gift cards as unclaimed property. The Company anticipates that substantially all of its outstanding gift cards will beredeemed within the next 12 months. The contract liability related to gift cards, net of estimated “breakage,” was $11.8 million as of December 29, 2018 , and isincluded in accrued expenses and other current liabilities in the Company’s consolidated balance sheet.

Loyalty Program . The Company offers a loyalty program, which allows its Michael Kors customers to earn points on qualifying purchases towardmonetary and non-monetary rewards, which may be redeemed for purchases at Michael Kors retail stores and e-commerce sites. The Company defers a portion ofthe initial sales transaction based on the estimated relative fair value of the benefits based on projected timing of future redemptions and historical activity. Theseamounts include estimated “breakage” for points that are not expected to be redeemed. The contract liability, net of an estimated “breakage,” of $7.5 million as ofDecember 29, 2018 is recorded as a reduction to revenue in the consolidated statements of income and comprehensive income and within accrued expenses andother current liabilities in the Company’s consolidated balance sheet and is expected to be recognized within the next 12 months.

Wholesale

Michael Kors products are sold primarily to major department stores, specialty stores and travel retail shops throughout the Americas, EMEA and Asia.Jimmy Choo luxury products are sold throughout North America, EMEA, and certain parts of Asia. The Company also has arrangements where Michael Kors andJimmy Choo products are sold to our geographic licensees in certain parts of EMEA and Asia, as well as in Brazil. Products sold through the wholesale channelinclude accessories (which include handbags and small leather goods such as wallets), footwear and women’s and men’s apparel.

Wholesale revenue is recognized net of estimates for sales returns, discounts, markdowns and allowances, after merchandise is shipped and control of theunderlying product is transferred to the Company’s wholesale customers. To arrive at net sales for wholesale, gross sales are reduced by provisions for estimatedfuture returns, as well as trade discounts, markdowns, allowances, operational chargebacks, and certain cooperative selling expenses. These estimates aredeveloped based on the most likely amount using historical trends, actual and forecasted performance and market conditions, and are reviewed by management ona quarterly basis. Unfulfilled, noncancelable purchase orders for products from wholesale customers (including the Company’s geographic licensees) are expectedto be fulfilled within the next 12 months.

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Licensing

The Company provides its third-party licensees with the right to access its Michael Kors and Jimmy Choo trademarks under product and geographiclicensing arrangements. Under product licensing arrangements, the Company allows third parties to manufacture and sell luxury goods, including watches andjewelry, fragrances, sunglasses and eyewear, using the Company’s trademarks. Under geographic licensing arrangements, third party licensees receive the right todistribute and sell products bearing the Company's trademarks in retail and/or wholesale channels within certain geographical areas, including Brazil, the MiddleEast, Eastern Europe, South Africa, certain parts of Asia and Australia.

The Company recognizes royalty revenue and advertising contributions based on the percentage of sales made by the licensees. Advertising contributionsare received to support the Company’s branded advertising and marketing campaigns and are viewed as part of a single performance obligation with the right toaccess the Company’s trademarks. Royalty revenue generated from licenses, which includes contributions for advertising, may be subject to contractual minimumlevels, as defined in the contract. Such minimums are generally fixed annually, based on the previous year’s sales. Licensing revenue is based on reported currentperiod sales of licensed products at rates that are specified in the license agreements for contracts that are expected to exceed the related guaranteed minimums. Ifthe Company expects the minimum guaranteed amounts to exceed amounts calculated based on actual sales, the guaranteed minimums are recognized ratably overthe contractual year to which they relate. As of December 29, 2018 , guaranteed minimum royalty amounts due from licensees relate to contractual periods that donot exceed 12 months.

Sales Returns

For the sale of goods with a right of return, the Company recognizes revenue for the consideration to which it expects to be entitled and a refund liability forthe amount it expects to refund to its customers within accrued expenses and other current liabilities. The refund liability is determined based on the most likelyamount and is based on management’s review of historical and current customer returns for its retail and wholesale customers, estimated future returns, adjustedfor non-resalable products. The Company also considers its product strategies, as well as the financial condition of its customers, store closings by wholesalecustomers, changes in the retail environment and other macroeconomic factors. The Company recognizes an asset with a corresponding adjustment to cost of salesfor the right to recover the products from its retail and wholesale customers, net of any costs to resell. The refund liability recorded as of December 29, 2018 was$42.1 million and the related asset for the right to recover returned product as of December 29, 2018 was $11.5 million .

Contract Balances

The Company’s contract liabilities, which are recorded within accrued expenses and other current liabilities in its consolidated balance sheets, primarilyconsist of gift card liabilities, loyalty program liabilities and advanced payments from product licensees. Total contract liabilities were $25.1 million and $23.3million as of December 29, 2018 and March 31, 2018 , respectively. Contract liabilities decreased $4.6 million as a result of the adoption of ASC 606 on April 1,2018 , due to recognition of gift card breakage revenue (see Note 2 ). For three and nine months ended December 29, 2018 , the Company recognized $2.3 millionand $13.6 million , respectively, in revenue which related to contract liabilities that existed at March 31, 2018 . There were no contract assets recorded as ofDecember 29, 2018 and April 1, 2018 .

There were no changes in historical variable consideration estimates that were materially different from actual results.

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Disaggregation of Revenue

The following table presents the Company’s segment revenues disaggregated by geographic location (in millions):

Three Months Ended Nine Months Ended

December 29,

2018 December 30,

2017 December 29,

2018 December 30,

2017MK Retail revenue - the Americas $ 557.1 $ 558.0 $ 1,354.2 $ 1,335.6MK Retail revenue - Europe 163.9 168.0 422.6 444.3MK Retail revenue - Asia 117.0 120.3 344.6 331.3

Total MK Retail 838.0 846.3 2,121.4 2,111.2MK Wholesale revenue - the Americas 311.4 338.2 940.8 905.8MK Wholesale revenue - EMEA (1) 66.3 81.2 215.6 250.7MK Wholesale revenue - Asia 17.2 11.4 59.1 41.5

Total MK Wholesale 394.9 430.8 1,215.5 1,198.0MK Licensing revenue - the Americas 29.2 29.4 67.6 70.2MK Licensing revenue - EMEA (1) 14.3 18.9 38.8 45.0

Total MK Licensing 43.5 48.3 106.4 115.2Total Michael Kors 1,276.4 1,325.4 3,443.3 3,424.4 Jimmy Choo revenue - the Americas 29.1 21.0 75.1 21.0Jimmy Choo revenue - EMEA (1) 89.7 65.0 248.2 65.0Jimmy Choo revenue - Asia 42.8 28.7 127.7 28.7Total Jimmy Choo 161.6 114.7 451.0 114.7 Total revenue - the Americas 926.8 946.6 2,437.7 2,332.6Total revenue - EMEA (1) 334.2 333.1 925.2 805.0Total revenue - Asia 177.0 160.4 531.4 401.5Total revenue $ 1,438.0 $ 1,440.1 $ 3,894.3 $ 3,539.1

(1) EMEA is comprised of Europe, the Middle East and Africa.

4. Acquisitions

Acquisition of Jimmy Choo Group Limited

On November 1, 2017, the Company completed the acquisition of Jimmy Choo, whereby the Company acquired all of Jimmy Choo’s issued and to beissued shares at a purchase price of 230 pence per share in cash, for a total transaction value of $1.447 billion , including the repayment of existing debtobligations, which was funded through a combination of borrowings under the Company’s previous $1.0 billion term loan facility and the issuance of the SeniorNotes, as defined in Note 10 .

Jimmy Choo’s results of operations have been included in our consolidated financial statements beginning on November 1, 2017. Jimmy Choo contributedrevenue of $161.6 million and $451.0 million , respectively, and net income (after amortization of non-cash purchase accounting adjustments and transition costs)of $3.6 million and $0.6 million , respectively, for the three and nine months ended December 29, 2018 . For the period from the date of acquisition throughDecember 30, 2017 , Jimmy Choo contributed revenue of $114.7 million and net income (after amortization of non-cash purchase accounting adjustments andtransition costs) of $8.1 million .

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The following table summarizes the unaudited pro-forma consolidated results of operations for the three and nine months ended December 30, 2017 as if theacquisition had occurred on April 3, 2016, the beginning of Fiscal 2017 (in millions):

Three Months Ended Nine Months Ended December 30, 2017 December 30, 2017Pro-forma total revenue $ 1,478.5 $ 3,832.6Pro-forma net income 242.8 574.2Pro-forma net income per ordinary share attributable to Capri:

Basic $ 1.60 $ 3.76Diluted $ 1.57 $ 3.70

The unaudited pro-forma consolidated results above are based on the historical financial statements of the Company and Jimmy Choo and are notnecessarily indicative of the results of operations that would have been achieved if the acquisition was completed at the beginning of Fiscal 2017 and are notindicative of the future operating results of the combined company. The financial information for Jimmy Choo prior to the acquisition has been included in the pro-forma results of operations on a calendar-year basis and includes certain adjustments to Jimmy Choo’s historical consolidated financial statements to align withU.S. GAAP and the Company's accounting policies. The pro-forma consolidated results of operations also include the effects of purchase accounting adjustments,including amortization charges related to the finite-lived intangible assets acquired, fair value adjustments relating to leases and fixed assets, and the related taxeffects assuming that the business combination occurred on April 3, 2016. Purchase accounting amortization of the inventory step-up adjustment has been excludedfrom the above pro-forma amounts due to the short-term nature of this adjustment. The pro-forma consolidated financial statement also reflects the impact of debtrepayment and borrowings made to finance the acquisition and exclude historical interest expense for Jimmy Choo. Transaction costs of $22.2 million and $39.6million for the three and nine months ended December 30, 2017, which have been recorded within restructuring and other charges in the Company’s consolidatedstatements of operations and comprehensive income, have been excluded from the above pro-forma consolidated results of operations due to their non-recurringnature.

See Note 20 for additional information related to the Company’s acquisition of Versace, as well as Note 3 in the Company’s Annual Report on Form 10-Kfor the fiscal year ended March 31, 2018 for additional disclosures relating to the Company’s acquisitions.

5. Receivables, net

Receivables, net, consist of (in millions):

December 29,

2018 March 31,

2018Trade receivables (1) $ 364.7 $ 383.3Receivables due from licensees 34.5 15.8 399.2 399.1Less: allowances (108.0) (108.6)

$ 291.2 $ 290.5

(1) As of December 29, 2018 and March 31, 2018 , $261.6 million and $296.2 million , respectively, of trade receivables were insured.

Receivables are presented net of allowances for discounts, markdowns, operational chargebacks and doubtful accounts. Discounts are based on openinvoices where trade discounts have been extended to customers. Allowances are based on wholesale customers’ sales performance, seasonal negotiations withcustomers, historical deduction trends and an evaluation of current market conditions. Operational chargebacks are based on deductions taken by customers, net ofexpected recoveries. Such provisions, and related recoveries, are reflected in revenues.

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The Company’s allowance for doubtful accounts is determined through analysis of periodic aging of receivables that are not covered by insurance andassessments of collectability based on an evaluation of historic and anticipated trends, the financial condition of the Company’s customers and the impact ofgeneral economic conditions. The past due status of a receivable is based on its contractual terms. Amounts deemed uncollectible are written off against theallowance when it is probable the amounts will not be recovered. Allowance for doubtful accounts was $6.0 million and $5.1 million , respectively, as ofDecember 29, 2018 and March 31, 2018 . The Company had provisions for bad debt of $0.3 million and $1.3 million for the three months ended December 29,2018 and December 30, 2017 , respectively, and $1.3 million and $5.7 million for the nine months ended December 29, 2018 and December 30, 2017 ,respectively.

6. Property and Equipment, net

Property and equipment, net, consists of (in millions):

December 29,

2018 March 31,

2018Leasehold improvements $ 582.7 $ 551.0Furniture and fixtures 276.9 270.9Computer equipment and software 275.3 266.3In-store shops 269.7 273.9Equipment 119.6 116.7Building 43.2 51.6Land 15.0 16.2 1,582.4 1,546.6Less: accumulated depreciation and amortization (1,083.0) (1,001.6) 499.4 545.0Construction-in-progress 44.2 38.2

$ 543.6 $ 583.2

Depreciation and amortization of property and equipment for the three months ended December 29, 2018 and December 30, 2017 was $44.1 million and$46.9 million , respectively, and was $136.1 million and $132.7 million , respectively, for the nine months ended December 29, 2018 and December 30, 2017 .During the three and nine months ended December 29, 2018 , the Company recorded fixed asset impairment charges of $5.9 million and $15.3 million ,respectively, of which $5.4 million and $13.5 million , respectively, were related to underperforming Michael Kors retail store locations, some of which will beclosed as part of the Company’s previously announced Retail Fleet Optimization Plan, as defined in Note 9 . Fixed asset impairment charges recorded during thethree and nine months ended December 29, 2018 , also included $0.5 million and $1.8 million , respectively, related to Jimmy Choo retail store locations. Duringthe three and nine months ended December 30, 2017 , the Company recorded fixed asset impairment charges of $2.6 million and $14.5 million , respectively,which were related to underperforming Michael Kors retail store locations, some of which related to the Retail Fleet Optimization Plan.

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7. Intangible Assets and Goodwill

The following table details the carrying values of the Company’s intangible assets other than goodwill (in millions):

December 29,

2018 March 31,

2018Definite-lived intangible assets:

Reacquired Rights $ 400.4 $ 400.4Trademarks 23.0 23.0Lease Rights 71.6 80.1Customer Relationships 210.2 (1) 231.3

Total definite-lived intangible assets 705.2 734.8Less: accumulated amortization (129.4) (113.2)Net definite-lived intangible assets 575.8 621.6 Indefinite-lived intangible assets: Jimmy Choo brand 557.1 (1) 614.1

Total intangible assets, excluding goodwill $ 1,132.9 $ 1,235.7

Goodwill $ 780.0 (1) $ 847.7

(1) The change in the carrying values since March 31, 2018 reflects currency translation.

Amortization expense for the Company’s definite-lived intangible assets for the three months ended December 29, 2018 and December 30, 2017 was $7.4million and $7.1 million , respectively, and was $24.0 million and $17.2 million , respectively, for the nine months ended December 29, 2018 and December 30,2017 . During the nine months ended December 29, 2018 , the Company recorded impairment charges of $1.9 million relating to its intangible assets within MKRetail segment. For the nine months ended December 30, 2017 , the Company recorded impairment charges of $4.4 million relating to its intangible assets (See Note 12 for further information). There were no goodwill impairment charges recorded during any of the periods presented.

8. Current Assets and Current Liabilities

Prepaid expenses and other current assets consist of the following (in millions):

December 29,

2018 March 31,

2018Restricted Cash $ 1,921.6 (1) $ 0.3Prepaid taxes $ 114.8 $ 78.5Prepaid rent 23.0 22.7Leasehold incentive receivable 10.9 9.4Unrealized gains on forward foreign currency exchange contracts 5.3 —Prepaid duties — 7.0Other 43.5 29.9

$ 2,119.1 $ 147.8

(1) Primarily consists of cash placed in escrow in connection with the acquisition of Versace, which was paid on December 31, 2018.

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Accrued expenses and other current liabilities consist of the following (in millions):

December 29,

2018 March 31,

2018Other taxes payable $ 63.2 $ 54.3Accrued rent 46.3 34.5Return liabilities 42.1 12.1Restructuring liability 38.3 44.8Accrued capital expenditures 23.1 26.4Professional services 21.1 14.1Accrued advertising and marketing 16.3 22.6Gift cards and retail store credits 11.8 16.0Accrued samples 10.0 2.5Deferred loyalty program liabilities 7.5 2.2Accrued interest 5.8 8.7Advance royalties 5.8 4.1Deferred income 3.3 4.3Unrealized loss on forward foreign currency exchange contracts 0.2 7.7Other 62.5 41.3

$ 357.3 $ 295.6

9. Restructuring and Other Charges

Retail Fleet Optimization Plan

On May 31, 2017, the Company announced that it plans to close between 100 and 125 of its Michael Kors retail stores in order to improve the profitabilityof its retail store fleet (“Retail Fleet Optimization Plan”). The Company anticipates finalizing the remainder of the planned store closures under the Retail FleetOptimization Plan by the end of Fiscal 2020. The Company expects to incur approximately $100 - $125 million of one-time costs associated with these storeclosures. Collectively, the Company anticipates ongoing annual savings of approximately $60 million as a result of store closures and lower depreciation andamortization expense as a result of the impairment charges recorded once these initiatives are completed.

During the nine months ended December 29, 2018 , the Company closed 24 of its Michael Kors retail stores under the Retail Fleet Optimization Plan, for atotal of 71 stores closed since plan inception. Restructuring charges recorded in connection with the Retail Fleet Optimization Plan during the three and ninemonths ended December 29, 2018 were $4.1 million and $9.5 million , respectively. The below table presents a summary of charges recorded in connection withthis plan for the MK Retail segment and the Company’s remaining restructuring liability (in millions):

Severance and benefit

costs Lease-related costs TotalBalance at March 31, 2018 $ 0.2 $ 44.6 $ 44.8Additions charged to expense 0.2 9.3 9.5Balance sheet reclassifications (1) — 2.1 2.1Payments (0.3) (20.7) (21.0)

Balance at December 29, 2018 $ 0.1 $ 35.3 $ 35.4

(1) Primarily consists of reclassification of deferred rent for locations subject to closure to a restructuring liability.

During the three months ended December 30, 2017 , the Company recorded restructuring charges of $2.4 million under the Retail Fleet Optimization Planrelating to lease-related charges. During the nine months ended December 30, 2017 , the Company recorded restructuring charges of $8.3 million under the RetailFleet Optimization Plan, which were comprised of lease-related charges of $7.7 million and severance and benefit costs of $0.6 million .

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Other Restructuring Charges

In addition to the restructuring charges related to the Retail Fleet Optimization Plan, the Company incurred charges of $3.4 million and $4.4 million ,respectively, relating to Jimmy Choo lease-related charges during the three and nine months ended December 29, 2018 .

Transaction and Transition Costs

During the three months ended December 29, 2018 , the Company recorded transaction and transition costs of $12.2 million , which included $6.3 million inconnection with the Jimmy Choo acquisition and $5.9 million in connection with the acquisition of Versace. During the nine months ended December 29, 2018 ,the Company recorded transaction and transition costs of $35.3 million , which included $20.2 million in connection with the Jimmy Choo acquisition and $15.1million in connection with the acquisition of Versace.

During the three and nine months ended December 30, 2017 , the Company recorded transaction and transition costs of $25.6 million and $43.0 million ,respectively, in connection with the Jimmy Choo acquisition.

10. Debt Obligations

The following table presents the Company’s debt obligations (in millions):

December 29,

2018 March 31,

2018Term Loan (1) $ 1,600.0 $ 229.8Revolving Credit Facilities 500.0 200.04.000% Senior Notes due 2024 450.0 450.0Other 0.9 0.9

Total debt 2,550.9 880.7Less: Unamortized debt issuance costs 15.0 4.2Less: Unamortized discount on long-term debt 1.8 2.1

Total carrying value of debt 2,534.1 874.4Less: Short-term debt 579.4 200.0

Total long-term debt $ 1,954.7 $ 674.4

(1) During the three months ended December 29, 2018 , the Company repaid the remaining $59.0 million of borrowings outstanding under the previousTerm Loan Facility entered into in connection with the Jimmy Choo acquisition.

Senior Unsecured Revolving Credit Facility

On November 15, 2018, the Company entered into a third amended and restated senior unsecured credit facility (the “2018 Credit Facility”) with, amongothers, JPMorgan Chase Bank, N.A., as administrative agent, which replaced its prior 2017 senior unsecured revolving credit facility (the “2017 Credit Facility”).The Company and its U.S., Canadian, Dutch and Swiss subsidiaries are the borrowers under the 2018 Credit Facility. The borrowers and certain materialsubsidiaries of the Company provide unsecured guarantees of the 2018 Credit Facility. The 2018 Credit Facility provides for a $1.0 billion revolving creditfacility (the “Revolving Credit Facility”), which may be denominated in U.S. Dollars and other currencies, including Euros, Canadian Dollars, Pounds Sterling,Japanese Yen and Swiss Francs. The Revolving Credit Facility also provides sub-facilities for the issuance of letters of credit of up to $75.0 million and swingline loans of up to $75.0 million . The 2018 Credit Facility also provides for a $1.6 billion term loan facility (the “2018 Term Loan Facility”) to finance a portionof the purchase price of the Company’s acquisition of Versace. The 2018 Term Loan Facility is divided into two tranches, an $800.0 million tranche that matureson the second anniversary of the initial borrowing of the term loans and an $800.0 million tranche that matures on the fifth anniversary of the initial borrowing ofthe term loans. The $800.0 million tranche that matures on the fifth anniversary is required to be repaid on the last business day of March, June, September andDecember of each year, commencing after the last business day of the first full fiscal quarter after the initial borrowing, in installments equal to 2.50% of theaggregate original principal amount of the term loans. The Company has the right to prepay its borrowings under the 2018 Term Loan Facility at any time in wholeor in part. The Revolving Credit Facility expires on November 15, 2023. The Company has the ability to expand its borrowing availability

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under the 2018 Credit Facility in the form of revolving commitments or term loans by up to an additional $500.0 million , subject to the agreement of theparticipating lenders and certain other customary conditions.

Borrowings under the Revolving Credit Facility bear interest, at the Company’s option, at the following rates:

• for any loans (except loans denominated in Canadian Dollars), the greater of Adjusted LIBOR for the applicable interest period and zero, plus an applicablemargin based on the Company’s public debt rating;

• for loans denominated in U.S. Dollars, an alternate base rate, which is the greatest of: (a) the prime rate publicly announced from time to time by JPMorganChase, (b) the greater of the federal funds effective rate and the Federal Reserve Bank of New York overnight bank funding rate and zero, plus 50 basispoints, and (c) the greater of the one-month London Interbank Offered Rate adjusted for statutory reserve requirements for Eurocurrency liabilities(“Adjusted LIBOR”) and zero, plus 100 basis points, in each case, plus an applicable margin based on the Company’s public debt ratings;

• for loans denominated in Canadian Dollars, the Canadian prime rate, which is the greater of the PRIMCAN Index rate and the rate applicable to one-monthCanadian Dollar banker’s acceptances quoted on Reuters (“CDOR”), plus 100 basis points, plus an applicable margin based on the Company’s public debtratings; or

• for loans denominated in Canadian Dollars, the average CDOR rate for the applicable interest period, plus 10 basis points per annum, plus an applicablemargin based on the Company’s public debt ratings.

Borrowings under the 2018 Term Loan Facility bear interest, at the Company’s option, at (a) the alternate base rate plus an applicable margin based on theCompany’s public debt ratings; or (b) the greater of Adjusted LIBOR for the applicable interest period and zero, plus an applicable margin based on theCompany’s public debt ratings.

The Revolving Credit Facility also provides for an annual administration fee and a commitment fee equal to 0.10% to 0.25% per annum, based on theCompany’s public debt ratings, applied to the average daily unused amount of the Revolving Credit Facility. The 2018 Term Loan Facility provides for acommitment fee equal to 0.10% to 0.25% per annum, based on the Company’s public debt ratings, applied to the undrawn amount of the 2018 Term LoanFacility, from January 6, 2019 until the term loans are fully drawn or the commitments under the 2018 Term Loan Facility terminate or expire. Loans under the2018 Credit Facility may be repaid and commitments may be terminated or reduced by the borrowers without premium or penalty other than the customarybreakage costs with respect to loans bearing interest based on Adjusted LIBOR or the CDOR rate.

The 2018 Credit Facility requires the Company to maintain a leverage ratio as of the end of each fiscal quarter of no greater than 3.75 to 1. Such leverageratio is calculated as the ratio of the sum of total indebtedness as of the date of the measurement plus six times the consolidated rent expense for the last fourconsecutive fiscal quarters, to Consolidated EBITDAR (as defined below) for the last four consecutive fiscal quarters. Consolidated EBITDAR is defined asconsolidated net income plus income tax expense, net interest expense, depreciation and amortization expense, consolidated rent expense and other non-cashcharges, subject to certain additions and deductions. The 2018 Credit Facility also includes covenants that limit additional indebtedness, guarantees, liens,acquisitions and other investments and cash dividends that are customary for financings of this type. As of December 29, 2018 , the Company was in compliancewith all covenants related to this agreement.

The 2018 Credit Facility contains events of default customary for financings of this type, including, but not limited to, payment of defaults, materialinaccuracy of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy or insolvency, certain eventsunder The Employee Retirement Income Security Act, material judgments, actual or asserted failure of any guaranty supporting the 2018 Credit Facility to be infull force and effect, and changes of control. If such an event of default occurs, the lenders under the 2018 Credit Facility would be entitled to take various actions,including, but not limited to, terminating the commitments and accelerating amounts outstanding under the 2018 Credit Facility, subject to “certain funds”limitations in connection with the transaction governing the 2018 Term Loan Facility.

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In connection with the acquisition of Versace, on December 21, 2018 the Company borrowed $1.6 billion in term loans under the 2018 Term Loan Facilityand $350.0 million under its $1.0 billion Revolving Credit Facility provided for under the 2018 Credit Facility, to pay a portion of the acquisition consideration andother related fees and expenses. As of December 29, 2018 and March 31, 2018 , the Company had borrowings of $500.0 million and $200.0 million outstandingunder the 2018 Revolving Credit Facility and its prior 2017 Revolving Credit Facility, respectively, which were recorded within short-term debt in its consolidatedbalance sheets. In addition, stand-by letters of credit of $17.0 million were outstanding as of December 29, 2018 . At December 29, 2018 , the amount availablefor future borrowings under the 2018 Revolving Credit Facility was $483.0 million . As of December 29, 2018 , the carrying value of borrowings outstandingunder the 2018 Term Loan Facility was $1.588 billion , net of debt issuance costs of $11.9 million , of which $79.4 million was recorded within short-term debtand $1.509 billion was recorded within long-term debt in its consolidated balance sheets.

See Note 10 to the Company’s Fiscal 2018 Annual Report on Form 10-K for additional information regarding the Company’s credit facilities and debtobligations.

11. Commitments and Contingencies

In the ordinary course of business, the Company is party to various legal proceedings and claims. Although the outcome of such items cannot be determinedwith certainty, the Company’s management does not believe that the outcome of all pending legal proceedings in the aggregate will have a material adverse effecton its cash flow, results of operations or financial position.

Please refer to the Contractual Obligations and Commercial Commitments disclosure within the Liquidity section of the Company’s Annual Report on Form10-K for the fiscal year ended March 31, 2018 for a detailed disclosure of other commitments and contractual obligations as of March 31, 2018 .

12. Fair Value Measurements

Financial assets and liabilities are measured at fair value using the three-level valuation hierarchy for disclosure of fair value measurements. Thedetermination of the applicable level within the hierarchy of a particular asset or liability depends on the inputs used in the valuation as of the measurement date,notably the extent to which the inputs are market-based (observable) or internally derived (unobservable). Observable inputs are inputs that market participantswould use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs based on acompany’s own assumptions about market participant assumptions developed based on the best information available in the circumstances. The hierarchy is brokendown into three levels based on the reliability of inputs as follows:

Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that a company has the ability to access at the measurementdate.

Level 2 – Valuations based on quoted inputs other than quoted prices included within Level 1, that are observable for the asset or liability, either directly orindirectly through corroboration with observable market data.

Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

At December 29, 2018 and March 31, 2018 , the fair values of the Company’s forward foreign currency exchange contracts and net investment hedges weredetermined using broker quotations, which were calculations derived from observable market information: the applicable currency rates at the balance sheet dateand those forward rates particular to the contract at inception. The Company makes no adjustments to these broker obtained quotes or prices, but assesses the creditrisk of the counterparty and would adjust the provided valuations for counterparty credit risk when appropriate. The fair values of the forward contracts areincluded in prepaid expenses and other current assets, and in accrued expenses and other current liabilities in the consolidated balance sheets, depending onwhether they represent assets or liabilities to the Company. The fair values of net investment hedges are included in other assets, as detailed in Note 13 .

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All contracts are measured and recorded at fair value on a recurring basis and are categorized in Level 2 of the fair value hierarchy, as shown in thefollowing table (in millions):

Fair value at December 29, 2018 using: Fair value at March 31, 2018 using:

Quoted prices inactive markets for

identical assets(Level 1)

Significantother observable

inputs(Level 2)

Significantunobservable

inputs(Level 3)

Quoted prices inactive markets for

identical assets(Level 1)

Significantother observable

inputs(Level 2)

Significantunobservable

inputs(Level 3)

Derivative assets: Forward foreign currency

exchange contracts $ — $ 5.3 $ — $ — $ — $ —Net investment hedges — 15.4 — — — —Total derivative assets $ — $ 20.7 $ — $ — $ — $ —

Derivative liabilities: Forward foreign currency

exchange contracts $ — $ 0.2 $ — $ — $ 7.7 $ —Net investment hedges — — — — — —Total derivative liabilities $ — $ 0.2 $ — $ — $ 7.7 $ —

The Company’s long-term debt obligations are recorded in its consolidated balance sheets at carrying values, which may differ from the related fair values.The fair value of the Company’s long-term debt is estimated using external pricing data, including any available quoted market prices and based on other debtinstruments with similar characteristics. Borrowings under revolving credit agreements, if outstanding, are recorded at carrying value, which approximates fairvalue due to the short-term nature of such borrowings. See Note 10 for detailed information relating to carrying values of the Company’s outstanding debt. Thefollowing table summarizes the carrying values and estimated fair values of the Company’s short- and long-term debt, based on Level 2 measurements (inmillions):

December 29, 2018 March 31, 2018

Carrying

Value Estimated Fair

Value Carrying

Value Estimated Fair Value4.000% Senior Notes $ 445.1 $ 423.0 $ 444.5 $ 448.1Term Loan $ 1,588.1 $ 1,595.0 $ 229.0 $ 231.2Revolving Credit Facilities $ 500.0 $ 500.0 $ 200.0 $ 200.0

The Company’s cash and cash equivalents, accounts receivable and accounts payable, are recorded at carrying value, which approximates fair value.

Non-Financial Assets and Liabilities

The Company’s non-financial assets include goodwill, intangible assets and property and equipment. Such assets are reported at their carrying values andare not subject to recurring fair value measurements. The Company’s goodwill and its indefinite-lived intangible asset (Jimmy Choo brand) are assessed forimpairment at least annually during the fourth quarter of each fiscal year, while its other long-lived assets, including fixed assets and definite-lived intangibleassets, are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be recoverable. Thefair values of these assets were determined based on Level 3 measurements using the Company’s best estimates of the amount and timing of future discounted cashflows, based on historical experience, market conditions, current trends and performance expectations.

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The following tables detail the carrying values and fair values of the Company’s long-lived assets that have been impaired (in millions):

Three Months Ended December 29, 2018

Nine Months Ended December 29, 2018

Carrying Value

Prior to Impairment Fair Value Impairment

Charge Carrying Value

Prior to Impairment Fair Value Impairment

ChargeFixed Assets $ 6.1 $ 0.2 $ 5.9 $ 20.3 $ 5.0 $ 15.3Lease Rights — — — 3.4 1.5 1.9

Total $ 6.1 $ 0.2 $ 5.9 $ 23.7 $ 6.5 $ 17.2

Three Months Ended December 30, 2017

Nine Months Ended December 30, 2017

Carrying Value

Prior to Impairment Fair Value Impairment

Charge Carrying Value

Prior to Impairment Fair Value Impairment

ChargeFixed Assets $ 3.5 $ 0.9 $ 2.6 $ 16.9 $ 2.4 $ 14.5Lease Rights — — — 3.6 0.2 3.4Customer Relationships — — — 1.0 — 1.0

Total $ 3.5 $ 0.9 $ 2.6 $ 21.5 $ 2.6 $ 18.9

See Note 6 and Note 7 for additional information.

13. Derivative Financial Instruments

During the first quarter of Fiscal 2019, the Company early-adopted the new hedge accounting guidance prescribed by ASU 2017-12. The cumulative impactof adoption, which related to elimination of ineffectiveness for the Company’s designated forward foreign currency exchange contracts, was recorded withinretained earnings as of the beginning of Fiscal 2019. See Note 2 for additional information.

Forward Foreign Currency Exchange Contracts

The Company uses forward foreign currency exchange contracts to manage its exposure to fluctuations in foreign currency for certain of its transactions.The Company, in its normal course of business, enters into transactions with foreign suppliers and seeks to minimize risks related to certain forecasted inventorypurchases by using forward foreign currency exchange contracts. The Company only enters into derivative instruments with highly credit-rated counterparties. TheCompany does not enter into derivative contracts for trading or speculative purposes.

On September 24, 2018, in connection with the acquisition of Versace, the Company entered into forward foreign currency exchange contracts with a totalnotional amount of €1.680 billion (approximately $2.001 billion ) to mitigate its foreign currency exchange risk through the expected closing date of theacquisition. These derivative contracts were not designated as accounting hedges and were settled on December 21, 2018 as a result of the debt issued inconnection with the acquisition of Versace (see Note 10 for further information). Changes in fair value were recorded to foreign currency (gain) loss in theCompany’s consolidated statement of operations and comprehensive income for the three and nine months ended December 29, 2018 .

On July 25, 2017, in connection with the acquisition of Jimmy Choo, which closed on November 1, 2017, the Company entered into a forward foreigncurrency exchange contract with a notional amount of £1.115 billion (approximately $1.469 billion ) to mitigate its foreign currency exchange risk through the dateof the acquisition. This derivative contract was not designated as an accounting hedge and was settled on October 30, 2017. Changes in fair value were recorded toforeign currency (gain) loss in the Company’s consolidated statement of operations and comprehensive income for the three and nine months ended December 30,2017 .

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Net Investment Hedges

During the nine months ended December 29, 2018 , the Company entered into fixed-to-fixed cross-currency swap agreements with aggregate notionalamounts of $390.0 million to hedge its net investment in Euro-denominated subsidiaries and $44.0 million to hedge its net investment in Japanese Yen-denominated subsidiaries against future volatility in the exchange rates between U.S. Dollar and these currencies. Under the terms of these contracts, which maturein November 2024, the Company will exchange the semi-annual fixed rate payments made under its Senior Notes for fixed rate payments of 1.472% to 1.585% inEuros and 0.89% in Japanese Yen. These contracts have been designated as net investment hedges.

When a cross-currency swap is used as a hedging instrument in a net investment hedge assessed under the spot method, the cross-currency basis spread isexcluded from the assessment of hedge effectiveness and is recognized as a reduction in interest expense in the Company’s consolidated statements of operationsand comprehensive income. Accordingly, the Company recorded a reduction in interest expense of $2.8 million and $6.7 million , respectively, during the threeand nine months ended December 29, 2018 .

The following table details the fair value of the Company’s derivative contracts, which are recorded on a gross basis in the consolidated balance sheets as ofDecember 29, 2018 and March 31, 2018 (in millions):

Fair Values

Notional Amounts Assets Liabilities

December 29,

2018 March 31,

2018 December 29,

2018 March 31,

2018 December 29,

2018 March 31,

2018 Designated forward currency

exchange contracts $ 153.6 $ 161.7 $ 3.5 (1) $ — $ 0.2 (2) $ 7.7 (2) Designated net investment hedge 434.0 — 15.4 (3) — — — Total designated hedges $ 587.6 $ 161.7 $ 18.9 $ — $ 0.2 $ 7.7 Undesignated forward currency

exchange contracts 20.5 — 1.8 (1) — — —

Total $ 608.1 $ 161.7 $ 20.7 $ — $ 0.2 $ 7.7 ____________________________________ (1) Recorded within prepaid expenses and other current assets in the Company’s consolidated balance sheets.(2) Recorded within accrued expenses and other current liabilities in the Company’s consolidated balance sheets.(3) Recorded within other assets in the Company’s consolidated balance sheets.

The Company records and presents the fair values of all of its derivative assets and liabilities in its consolidated balance sheets on a gross basis, as shown inthe above table. However, if the Company were to offset and record the asset and liability balances for its derivative instruments on a net basis in accordance withthe terms of its master netting arrangements, which provide for the right to setoff amounts for similar transactions denominated in the same currencies, theresulting impact as of December 29, 2018 and March 31, 2018 would be as follows (in millions):

Forward Currency Exchange Contracts Net Investment Hedges

December 29,

2018 March 31,

2018 December 29,

2018 March 31,

2018Assets subject to master netting arrangements $ 5.3 $ — $ 15.4 $ —Liabilities subject to master netting arrangements $ 0.2 $ 7.7 $ — $ —Derivative assets, net $ 5.3 $ — $ 15.4 $ —Derivative liabilities, net $ 0.2 $ 7.7 $ — $ —

The Company’s master netting arrangements do not require cash collateral to be pledged by the Company or its counterparties.

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Changes in the fair value of the Company’s forward foreign currency exchange contracts that are designated as accounting hedges are recorded in equity asa component of accumulated other comprehensive income (loss), and are reclassified from accumulated other comprehensive income (loss) into earnings when theitems underlying the hedged transactions are recognized into earnings, as a component of cost of sales within the Company’s consolidated statements of operationsand comprehensive income (loss). The net gain or loss on net investment hedges are reported within foreign currency translation gains and losses (“CTA”) as acomponent of accumulated other comprehensive income (loss) on the Company’s consolidated balance sheets. Upon discontinuation of the hedge, such amountsremain in CTA until the related investment is sold or liquidated.

The following table summarizes the pre-tax impact of the gains and losses on the Company’s designated forward foreign currency exchange contracts andnet investment hedges (in millions):

Three Months Ended Nine Months Ended December 29, 2018 December 30, 2017 December 29, 2018 December 30, 2017

Pre-Tax Gains Recognized

in OCI Pre-Tax Loss Recognized

in OCI Pre-Tax Gains Recognized

in OCI Pre-Tax Loss Recognized

in OCIDesignated forward foreign currency

exchange contracts $ 2.5 $ (2.4) $ 12.2 $ (17.7)Designated net investment hedges $ 10.8 $ — $ 15.4 $ —

The following tables summarize the impact of the gains and losses within the consolidated statements of operations and comprehensive income related tothe designated forward foreign currency exchange contracts for the three and nine months ended December 29, 2018 and December 30, 2017 (in millions):

Three Months Ended

Pre-Tax (Gain) Loss Reclassified from

Accumulated OCI Location of (Gain) Lossrecognized

Total Cost of Sales December 29, 2018 December 30, 2017 December 29, 2018 December 30, 2017Designated forward currency

exchange contracts $ (0.6) $ 2.2 Cost of Sales $ 564.8 $ 556.1

Nine Months Ended

Pre-Tax (Gain) Loss Reclassified from

Accumulated OCI Location of (Gain) Lossrecognized

Total Cost of Sales December 29, 2018 December 30, 2017 December 29, 2018 December 30, 2017Designated forward currency

exchange contracts $ 6.3 $ (1.0) Cost of Sales $ 1,507.2 $ 1,389.6

The Company expects that substantially all of the amounts currently recorded in accumulated other comprehensive income (loss) for its forward foreigncurrency exchange contracts will be reclassified into earnings during the next 12 months, based upon the timing of inventory purchases and turnover.

Undesignated Hedges

During the three and nine months ended December 29, 2018 , the Company recognized a net loss of $46.8 million and $75.7 million , respectively, related tochanges in the fair value of undesignated forward foreign currency exchange contracts within foreign currency loss (gain) in the Company’s consolidated statementof operations and comprehensive income. These amounts were primarily comprised of $47.0 million and $77.4 million losses during the three and nine monthsended December 29, 2018 , respectively, related to the derivative contracts entered into on September 25, 2018 to mitigate foreign currency exchange riskassociated with the Versace acquisition that were settled on December 21, 2018.

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During the three and nine months ended December 30, 2017 , the Company recognized a net loss of $31.8 million and a net gain of $3.4 million ,respectively, related to changes in the fair value of undesignated forward foreign currency exchange contracts within foreign currency loss (gain) in the Company’sconsolidated statement of operations and comprehensive income. These amounts were primarily comprised of a $32.0 million loss and a $4.7 million gain duringthe three and nine months ended December 30, 2017 , respectively, related to the derivative contract entered into on July 25, 2017 to mitigate foreign currencyexchange risk associated with the Jimmy Choo acquisition that was settled on October 30, 2017.

14. Shareholders’ Equity

Share Repurchase Program

During the nine months ended December 29, 2018 and December 30, 2017 , the Company repurchased 3,718,237 shares and 4,543,500 shares, respectively,at a cost of $200.0 million and $157.8 million , respectively, under its $1.0 billion share-repurchase program through open market transactions. As ofDecember 29, 2018 , the remaining availability under the Company’s share repurchase program was $442.2 million . Share repurchases may be made in openmarket or privately negotiated transactions, subject to market conditions, applicable legal requirements, trading transactions under the Company’s insider tradingpolicy and other relevant factors. The program may be suspended or discontinued at any time.

The Company also has in place a “withhold to cover” repurchase program, which allows the Company to withhold ordinary shares from certain executiveofficers and directors to satisfy minimum tax withholding obligations relating to the vesting of their restricted share unit awards. During the nine month periodsended December 29, 2018 and December 30, 2017 , the Company withheld 107,712 shares and 92,536 shares, respectively, with a fair value of $7.2 million and$3.2 million , respectively, in satisfaction of minimum tax withholding obligations relating to the vesting of restricted share unit awards.

15. Accumulated Other Comprehensive (Loss) Income

The following table details changes in the components of accumulated other comprehensive income (loss) (“AOCI”), net of taxes for the nine months endedDecember 29, 2018 and December 30, 2017 , respectively (in millions):

ForeignCurrency

Translation (Losses) Gains (1)

Net Gains (Losses)on

Derivatives (2)

Other Comprehensive(Loss) Income

Attributable to Capri

Other Comprehensive(Loss) IncomeAttributable to

Noncontrolling Interest

Total AccumulatedOther Comprehensive

(Loss) Income

Balance at April 1, 2017 $ (86.1) $ 5.5 $ (80.6) $ (0.3) $ (80.9)Other comprehensive income (loss) before

reclassifications 78.6 (15.4) 63.2 0.1 63.3Less: amounts reclassified from AOCI to

earnings — 1.0 1.0 — 1.0Other comprehensive income (loss), net of

tax 78.6 (16.4) 62.2 0.1 62.3

Balance at December 30, 2017 $ (7.5) $ (10.9) $ (18.4) $ (0.2) $ (18.6)

Balance at March 31, 2018 $ 61.2 $ (10.7) $ 50.5 $ (0.2) $ 50.3Other comprehensive (loss) income before

reclassifications (159.8) 10.9 (148.9) (0.1) (149.0)Less: amounts reclassified from AOCI to

earnings — (5.5) (5.5) — (5.5)Other comprehensive (loss) income, net of

tax (159.8) 16.4 (143.4) (0.1) (143.5)

Balance at December 29, 2018 $ (98.6) $ 5.7 $ (92.9) $ (0.3) $ (93.2)

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_________________________(1) Foreign currency translation gains and losses for the nine months ended December 29, 2018 and December 30, 2017 include net gains of $9.5 million

and net losses of $4.4 million , respectively, on intra-entity transactions that are of a long-term investment nature. Foreign currency translation lossesfor the nine months ended December 29, 2018 include a $139.3 million translation loss related to the Jimmy Choo business and a $12.8 million gain,net of taxes of $2.6 million relating to the Company's net investment hedges. Foreign currency translation gain for the nine months ended December 30,2017 include a $35.2 million translation gain related to the Jimmy Choo business.

(2) Reclassified amounts relate to the Company’s forward foreign currency exchange contracts for inventory purchases and are recorded within cost ofgoods sold in the Company’s consolidated statements of operations and comprehensive income. Accumulated other comprehensive income related tonet gains (losses) on derivative financial instruments as of December 29, 2018 and March 31, 2018 is net of a tax provision of $0.7 million and a taxbenefit of $1.4 million , respectively. The amount reclassified from other comprehensive income (loss) for the nine months ended December 29, 2018 isnet of a tax benefit of $0.8 million . Other comprehensive income (loss) before reclassifications related to derivative financial instruments for the ninemonths ended December 29, 2018 and December 30, 2017 is net of a tax provision of $1.3 million and $2.3 million , respectively.

16. Share-Based Compensation

The Company issues equity grants to certain employees and directors of the Company at the discretion of the Company’s Compensation and TalentCommittee. The Company has two equity plans, one stock option plan adopted in Fiscal 2008 (as amended and restated, the “2008 Plan”), and the OmnibusIncentive Plan other adopted in the third fiscal quarter of Fiscal 2012 and amended and restated with shareholder approval in May 2015 (the “Incentive Plan”). The2008 Plan only provided for grants of share options and was authorized to issue up to 23,980,823 ordinary shares. As of December 29, 2018 , there were no sharesavailable to grant equity awards under the 2008 Plan. The Incentive Plan allows for grants of share options, restricted shares and restricted share units, and otherequity awards, and authorizes a total issuance of up to 15,246,000 ordinary shares. At December 29, 2018 , there were 6,250,146 ordinary shares available forfuture grants of equity awards under the Incentive Plan. Option grants issued from the 2008 Plan generally expire ten years from the date of the grant, and thoseissued under the Incentive Plan generally expire seven years from the date of the grant.

The following table summarizes the Company’s share-based compensation activity during the nine months ended December 29, 2018 :

Options Restricted Shares Service-Based

RSUs Performance-Based RSUs

Outstanding/Unvested at March 31, 2018 3,796,620 64,148 2,127,517 657,532Granted 224,582 — 839,392 166,617Exercised/Vested (1,659,918) (63,719) (675,649) (105,900)Decrease due to performance condition — — — (101,744)Canceled/forfeited (25,507) (429) (129,817) (29,477)

Outstanding/Unvested at December 29, 2018 2,335,777 — 2,161,443 587,028

The weighted average grant date fair value for options granted during the nine months ended December 29, 2018 and December 30, 2017 was $24.49 and$11.62 , respectively. The weighted average grant date fair value of service-based and performance-based RSUs granted during the nine months endedDecember 29, 2018 was $67.03 and $ 67.52 , respectively, and $37.33 and $34.68 , respectively, during the nine months ended December 30, 2017 .

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The Company uses the Black-Scholes valuation model to estimate the grant date fair value of its share option awards. The following table presentsassumptions used to estimate the fair value of options granted during the nine months ended December 29, 2018 and December 30, 2017 :

Nine Months Ended

December 29,

2018 December 30,

2017

Expected dividend yield 0.0% 0.0%Volatility factor 36.9% 36.3%Weighted average risk-free interest rate 2.8% 1.8%Expected life of option 4.85 years 4.69 years

Share-Based Compensation Expense

The following table summarizes compensation expense attributable to share-based compensation for the three and nine months ended December 29, 2018and December 30, 2017 (in millions):

Three Months Ended Nine Months Ended

December 29,

2018 December 30,

2017 December 29,

2018 December 30,

2017

Share-based compensation expense $ 11.9 $ 8.5 $ 38.3 $ 29.6Tax benefit (deficit) related to share-based compensation

expense $ 2.0 $ (0.6) $ 7.0 $ 6.2

Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Companyestimates forfeitures based on its historical forfeiture rate to date. The estimated value of future forfeitures for equity grants as of December 29, 2018 isapproximately $10.6 million .

See Note 16 in the Company’s Fiscal 2018 Annual Report on Form 10-K for additional information relating to the Company’s share-based compensationawards.

17. Income Taxes

The Company’s effective tax rates for the three and nine months ended December 29, 2018 are 17.3% and 12.7% , respectively. Such rates differ from theUnited Kingdom (“U.K.”) federal statutory rate of 19% primarily due to the favorable effects of global financing arrangements, partially offset by earningsgenerated in higher tax jurisdictions and the impact of uncertain tax positions. The decrease in the effective tax rate for the nine months ended December 29, 2018was also due to excess tax benefits related to share-based compensation awards. The global financing activities are related to the Company’s 2014 move of itsprincipal executive office from Hong Kong to the U.K. and decision to become a U.K. tax resident. In connection with this decision, the Company funded itsinternational growth strategy through intercompany debt financing arrangements between certain of our U.S., U.K. and Switzerland subsidiaries in December2015. Due to the difference in the statutory income tax rates between these jurisdictions, the Company realized a lower effective tax rate. The Company’s effectivetax rates for the three and nine months ended December 30, 2017 were 21.2% and 18.0% , respectively.

As of December 29, 2018 and March 31, 2018, the Company has liabilities related to its uncertain tax positions, including accrued interest, of approximately$126.6 million and $107.4 million , respectively, which are included in other long-term liabilities in the Company’s consolidated balance sheets. The total amountof unrecognized tax benefits relating to the Company’s tax positions is subject to change based on future events including, but not limited to, the settlements ofongoing tax audits and assessments and the expiration of applicable statutes of limitations. The Company anticipates that the balance of gross unrecognized taxbenefits, excluding interest and penalties, will be reduced by approximately $37.8 million during the next 12 months, primarily due to an anticipated tax rulingregarding the deductibility of certain capital losses and anticipated audit closures. The outcomes and timing of such events are highly uncertain and changes in theoccurrence, expected outcomes and timing of such events could cause the Company’s current estimate to change materially in the future.

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U.S. Tax Reform

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “TaxAct”). The Tax Act includes significant changes to the U.S. corporate income tax system including, among other things, lowering U.S. statutory federal tax rateand implementing a territorial tax system. The U.S. statutory federal tax rate has been decreased to 21% for Fiscal 2019 and thereafter. The Tax Act also addedmany new provisions, including changes to bonus depreciation, limits on the deductions for executive compensation and interest expense, a tax on globalintangible low-taxed income, the base erosion anti-abuse tax and a deduction for foreign derived intangible income.

In December 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin 118 to provide guidance for companies that would allow fora measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. Subsequently, as a result offinalizing its full Fiscal 2018 operating results, the issuance of new interpretive guidance, and other analyses performed, the Company finalized its accountingrelated to the impacts of the Tax Act and recorded immaterial measurement period adjustments in the period ending December 29, 2018 .

18. Segment Information

The Company operates its business through four operating segments—MK Retail, MK Wholesale, MK Licensing and Jimmy Choo—which are based on itsbusiness activities and organization. The reportable segments are segments of the Company for which separate financial information is available and for whichoperating results are evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources, as well as in assessingperformance. The primary key performance indicators are revenue and operating income for each segment. The Company’s reportable segments represent channelsof distribution that offer similar merchandise, customer experience and sales/marketing strategies.

The Company’s four reportable segments are as follows:

• MK Retail — segment includes sales through Michael Kors operated stores, including “Collection,” “Lifestyle” including “concessions,” and outlet storeslocated throughout the Americas (U.S., Canada and Latin America, excluding Brazil), Europe and certain parts of Asia, as well as Michael Kors e-commerce sales. Products sold through the MK Retail segment include women’s apparel, accessories (which include handbags and small leather goodssuch as wallets), men’s apparel, footwear and licensed products, such as watches, jewelry, fragrances and beauty, and eyewear.

• MK Wholesale — segment includes sales primarily to major department stores and specialty shops throughout the Americas, Europe and Asia. Productssold through the MK Wholesale segment include accessories (which include handbags and small leather goods such as wallets), footwear and women’sand men’s apparel. The Company also has wholesale arrangements pursuant to which it sells products to Michael Kors geographic licensees in certainparts of EMEA and Asia, as well as in Brazil.

• MK Licensing — segment includes royalties and other contributions earned on licensed products and use of the Michael Kors trademarks and rightsgranted to third parties for the right to operate retail stores and/or sell the Company’s products in certain geographic regions such as Brazil, the MiddleEast, South Africa, Eastern Europe, certain parts of Asia and Australia.

• Jimmy Choo — segment includes revenue generated from sales of luxury footwear, handbags and small leather goods through directly operated JimmyChoo stores throughout the Americas, EMEA and certain parts of Asia, as well as through Jimmy Choo e-commerce sites. In addition, revenue isgenerated through wholesale sales to distribution partners (including geographic licensing arrangements), multi-brand department stores and specialtystores worldwide, as well as through product license agreements in connection with the manufacturing and sale of fragrance, sunglasses and eyewear.

All intercompany revenues are eliminated in consolidation and are not reviewed when evaluating segment performance. Corporate overhead expenses areallocated to the segments based upon revenue or other allocation methods.

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The following table presents the key performance information of the Company’s reportable segments (in millions):

Three Months Ended Nine Months Ended

December 29,

2018 December 30,

2017 December 29,

2018 December 30,

2017

Total revenue: MK Retail $ 838.0 $ 846.3 $ 2,121.4 $ 2,111.2MK Wholesale 394.9 430.8 1,215.5 1,198.0MK Licensing 43.5 48.3 106.4 115.2

Michael Kors 1,276.4 1,325.4 3,443.3 3,424.4Jimmy Choo 161.6 114.7 451.0 114.7Total revenue $ 1,438.0 $ 1,440.1 $ 3,894.3 $ 3,539.1

Income from operations:

MK Retail $ 149.9 $ 180.4 $ 310.3 $ 341.6MK Wholesale 108.6 100.5 336.2 263.6MK Licensing 26.0 26.9 44.9 51.1

Michael Kors 284.5 307.8 691.4 656.3Jimmy Choo 5.5 5.7 3.2 5.7Income from operations $ 290.0 $ 313.5 $ 694.6 $ 662.0

Depreciation and amortization expense for each segment are as follows (in millions):

Three Months Ended Nine Months Ended

December 29,

2018 December 30,

2017 December 29,

2018 December 30,

2017

Depreciation and amortization: MK Retail $ 30.8 $ 33.7 $ 95.4 $ 98.8MK Wholesale 11.5 13.9 38.0 43.5MK Licensing 0.6 0.6 1.7 1.8

Michael Kors 42.9 48.2 135.1 144.1Jimmy Choo 8.6 5.8 25.0 5.8Total depreciation and amortization $ 51.5 $ 54.0 $ 160.1 $ 149.9

Total revenue (based on country of origin), and long-lived assets by geographic location are as follows (in millions):

Three Months Ended Nine Months Ended

December 29,

2018 December 30,

2017 December 29,

2018 December 30,

2017

Total revenue: The Americas (U.S., Canada and Latin America) (1) $ 926.8 $ 946.6 $ 2,437.7 $ 2,332.6EMEA 334.2 333.1 925.2 805.0Asia 177.0 160.4 531.4 401.5

Total revenue $ 1,438.0 $ 1,440.1 $ 3,894.3 $ 3,539.1

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As of

December 29,

2018 March 31,

2018

Long-lived assets, excluding goodwill: The Americas (U.S., Canada and Latin America) (1) $ 300.9 $ 327.3EMEA 936.2 1,050.3Asia 439.4 441.3

Total long-lived assets, excluding goodwill $ 1,676.5 $ 1,818.9

(1) Total revenue earned in the U.S. were $868.9 million and $2.274 billion for the three and nine months ended December 29, 2018 and $883.2 million and $2.164

billion for the three and nine months ended December 30, 2017 . Long-lived assets located in the U.S. as of December 29, 2018 and March 31, 2018 were $277.1million and $303.3 million , respectively.

The following table presents the Company’s goodwill by reportable segment (in millions):

As of

December 29,

2018 March 31,

2018

MK Retail $ 91.9 $ 91.9MK Wholesale 25.9 25.9MK Licensing 1.9 1.9Jimmy Choo 660.3 728.0Total goodwill $ 780.0 $ 847.7

19. Non-cash Investing Activities

Significant non-cash investing activities during the nine months ended December 30, 2017 included non-cash allocations of the fair values of the netassets acquired in connection with the Company’s acquisition of the Jimmy Choo business on November 1, 2017. See Note 3 in the Company’s Annual Report onForm 10-K for the fiscal year ended March 31, 2018 for additional information.

There were no other significant non-cash investing or financing activities during the fiscal periods presented.

20. Subsequent Events

Acquisition of Versace

On December 31, 2018, the Company completed the acquisition of Versace for a total enterprise value of approximately €1.753 billion (or approximately $2.005 billion ), giving effect to an equity investment made by the Versace family at acquisition of 2.4 million shares. The acquisition was funded through acombination of borrowings under the Company’s 2018 Term Loan Facility, drawings under the Company’s Revolving Credit Facility and cash on hand (see Note10 for additional information). The Company believes that this acquisition will expand its global luxury group to include three iconic founder-led brands definedby luxury products with a reputation for world-class design and innovation. The Company will account for this acquisition as a business combination and is in theprocess of aggregating information required to support purchase accounting, as well as to prepare business combination disclosures. The Company will include allof the required business combination disclosures in its Form 10-K for the fiscal year ended March 30, 2019.

As previously mentioned in Note 1 , in connection with the closing of the acquisition of Versace, the Company changed its name to Capri HoldingsLimited on December 31, 2018 and began trading on the New York Stock Exchange under the ticker “CPRI” on January 2, 2019.

Net Investment Hedges

During the fourth quarter of Fiscal 2019, the Company entered into multiple fixed-to-fixed cross currency swap agreements with an aggregate notionalamount of $1.500 billion to hedge its net investments in Euro-denominated subsidiaries against future volatility in the exchange rates between the U.S. Dollar andthe Euro. These contracts have been designated as net investment hedges.

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis (“MD&A”) of our Financial Condition and Results of Operations should be read in conjunction withthe consolidated financial statements and notes thereto included as part of this interim report. This discussion contains forward-looking statements that are basedupon current expectations. We sometimes identify forward-looking statements with such words as “may,” “expect,” “anticipate,” “estimate,” “seek,” “intend,”“believe” or similar words concerning future events. The forward-looking statements contained herein, include, without limitation, statements concerning ourability to execute on our future growth strategies, our ability to achieve intended benefits from acquisitions, future revenue sources and concentration, gross profitmargins, selling and marketing expenses, capital expenditures, general and administrative expenses, capital resources, new stores, retail fleet optimization planand anticipated cost savings, share buybacks, additional financings or borrowings and additional losses and future prospects of the Company, as supplemented bythe risk factor set forth in our Form 10-Q for the quarterly period ended June 30, 2018, and are subject to risks and uncertainties including, but not limited to,those discussed in this report that could cause actual results to differ materially from the results contemplated by these forward-looking statements. We also urgeyou to carefully review the risk factors set forth under “Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, 2018 , filed with theSecurities and Exchange Commission on May 30, 2018.

Overview

Our Business

Capri Holdings Limited is a global fashion luxury group, consisting of iconic brands that are industry leaders in design, style and craftsmanship, led by aworld-class management team and renowned designers. Its brands cover the full spectrum of fashion luxury categories including women’s and men’s accessories,footwear and ready-to-wear as well as wearable technology, watches, jewelry, eyewear and a full line of fragrance products. The Company’s goal is to continue toextend the global reach of its brands while ensuring that they maintain their independence and exclusive DNA.

The Michael Kors (“MK”) brand was launched over 35 years ago by Michael Kors, whose vision has taken the Company from its beginnings as anAmerican luxury sportswear house to a global accessories, footwear and apparel company with a global distribution network that has presence in over 100countries through Company-operated retail stores and e-commerce sites, leading department stores, specialty stores and select licensing partners. Michael Kors is ahighly recognized luxury fashion brand in the Americas and Europe with accelerating brand awareness in other international markets. The Michael Kors brandfeatures distinctive designs, materials and craftsmanship with a jet-set aesthetic that combines stylish elegance and a sporty attitude. Michael Kors offers threeprimary collections: the Michael Kors Collection luxury line, the MICHAEL Michael Kors accessible luxury line and the Michael Kors Mens line. The MichaelKors Collection establishes the aesthetic authority of the entire brand and is carried by many of our retail stores, our e-commerce sites, as well as in the finestluxury department stores in the world. MICHAEL Michael Kors has a strong focus on accessories, in addition to offering footwear and apparel, and addresses thesignificant demand opportunity in accessible luxury goods.We have also been developing our men’s business in recognition of the significant opportunity affordedby the Michael Kors brand’s established fashion authority and the expanding men’s market. Taken together, our Michael Kors collections target a broad customerbase while retaining our premium luxury image.

On November 1, 2017, we completed the acquisition of Jimmy Choo Group Limited and its subsidiaries (collectively, “Jimmy Choo”). The combination ofMichael Kors and Jimmy Choo brought together two iconic brands that are industry leaders in style and trend and created a global fashion luxury group with adiversified geographic and product portfolio, strengthening the Company’s future revenue growth opportunities. Jimmy Choo offers a distinctive, glamorous andfashion-forward product range, enabling it to develop into a leading global luxury accessories brand , whose core product offering is women’s luxury shoes,complemented by accessories, including handbags, small leather goods, scarves and belts, as well as a growing men’s luxury shoe business. In addition, certainproducts such as fragrances, sunglasses and eyewear are produced under product licensing agreements. Jimmy Choo’s design team is led by Sandra Choi, who hasbeen the Creative Director for the brand since its inception in 1996. Jimmy Choo products are unique, instinctively seductive and chic. The brand offers classic andtimeless luxury products, as well as innovative products that are intended to set and lead fashion trends. The Jimmy Choo brand is represented through its globalstore network, its e-commerce sites, as well as through the most prestigious department and specialty stores worldwide.

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On December 31, 2018, we completed the acquisition of Versace for an aggregate purchase price based on an enterprise value of approximately €1.753billion (or approximately $2.005 billion ), giving effect to an equity investment made by the Versace family at acquisition. The acquisition was funded through acombination of debt and cash on hand. We believe that this acquisition further expanded our global luxury group to include three iconic founder-led brands definedby luxury products with a reputation for world-class design and innovation.

As of December 29, 2018, we operated in four reportable segments, which are as follows:

• MK Retail — includes sales of Michael Kors products from 401 retail stores in the Americas (including concessions) and 469 international retail stores(including concessions) throughout Europe and certain parts of Asia as of December 29, 2018 , as well as from Michael Kors e-commerce sites.

• MK Wholesale — includes wholesale sales of Michael Kors products through 1,276 department store doors and 840 specialty store doors in the Americasand through 1,086 specialty store doors and 212 department store doors internationally as of December 29, 2018 . MK Wholesale also includes revenuesfrom sales of Michael Kors products to geographic licensees.

• MK Licensing — includes royalties and other contributions earned on licensed products and use of the Michael Kors trademarks and rights granted tothird parties for the right to operate retail stores and/or sell the Company’s products in certain geographic regions.

• Jimmy Choo — includes worldwide sales of Jimmy Choo products from 206 retail stores (including concessions) and Jimmy Choo e-commerce sites,through 592 wholesale doors, as well as through product and geographic licensing arrangements, as of December 29, 2018 .

Seasonality

We experience certain effects of seasonality with respect to our business. Our MK Retail segment generally experiences greater sales during its third fiscalquarter as a result of holiday season sales. Our MK Wholesale segment generally experiences the lowest sales in its first fiscal quarter. Our Jimmy Choo segmentgenerally experiences greater sales during its first and third fiscal quarters, primarily driven by the product launch calendar and holiday season sales. In theaggregate, our first fiscal quarter typically experiences less sales volume relative to the other three quarters and our third fiscal quarter generally has higher salesvolume relative to the other three quarters.

Certain Factors Affecting Financial Condition and Results of Operations

Establishing brand identity and enhancing global presence. We intend to grow our international presence through our global fashion luxury group, bringingtogether industry-leading fashion luxury brands.

As mentioned above, on November 1, 2017, we acquired Jimmy Choo for a total transaction value of $1.447 billion . Jimmy Choo has a rich history as aleading global luxury house, renowned for its glamorous and fashion-forward footwear, and is an excellent complement to the Michael Kors brand. Additionally,on December 31, 2018 we completed the acquisition of Versace who is one of the leading international fashion design houses and a symbol of Italian luxuryworldwide. Versace designs, manufactures, distributes and retails fashion and lifestyle products including haute couture, apparel, accessories, jewelry, watches,eyewear, fragrances, and home furnishings. We believe that these combinations significantly strengthen our future growth opportunities, while also increasing bothproduct and geographic diversification. However, there are risks associated with new acquisitions and the anticipated benefits of acquisitions on our financialresults may not be in line with our expectations.

We also intend to continue to increase our international presence and global brand recognition by growing our existing international operations, throughacquisitions, the formation of various joint ventures with international partners and continuing with our international licensing arrangements. We feel this is anefficient method for continued penetration into the global luxury goods market, especially for markets where we have yet to establish a substantial presence. Inaddition, our growth strategy includes assuming direct control of certain licensed international operations to better manage our growth opportunities in the relatedregions.

See Note 4 to the accompanying consolidated financial statements for additional information regarding our recent acquisitions.

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Channel Shift and Demand for Our Accessories and Related Merchandise . Our performance is affected by trends in the luxury goods industry, as well asshifts in demographics and changes in lifestyle preferences. Although the overall consumer spending for personal luxury products has recently increased, consumershopping preferences have continued to shift from physical stores to on-line shopping. We currently expect that this trend will continue in the foreseeable future.We continue to adjust our operating strategy to the changing business environment. We are continuing to make progress toward our previously announced plan toclose between 100 and 125 of our Michael Kors retail stores in order to improve the profitability of our Michael Kors retail store fleet (“Retail Fleet OptimizationPlan”), with 71 stores closed since the plan's inception. We continue to expect to incur a total of approximately $100 - $125 million of one-time costs associatedwith these store closures. During the nine months ended December 29, 2018 , we closed 24 of our Michael Kors retail stores under the Retail Fleet OptimizationPlan and recorded related restructuring charges of $9.5 million during the nine months ended December 29, 2018 . We currently anticipate finalizing the remainderof the planned store closures under the Retail Fleet Optimization Plan by the end of Fiscal 2020. Collectively, we continue to anticipate ongoing annual savings ofapproximately $60 million as a result of the store closures and lower depreciation and amortization associated with the impairment charges recorded once theseinitiatives are completed.

Foreign currency fluctuation. Our consolidated operations are impacted by the relationships between our reporting currency, the U.S. dollar, and those ofour non-U.S. subsidiaries whose functional/local currency is other than the U.S. dollar. We continue to expect volatility in the global foreign currency exchangerates, which may have a negative impact on the reported results of certain of our non-U.S. subsidiaries in the future, when translated to U.S. Dollars.

Disruptions in shipping and distribution . Our operations are subject to the impact of shipping disruptions as a result of changes or damage to ourdistribution infrastructure, as well as due to external factors. Any future disruptions in our shipping and distribution network could have a negative impact on ourresults of operations.

Costs of Manufacturing . Our industry is subject to volatility in costs related to certain raw materials used in the manufacturing of our products. Thisvolatility applies primarily to costs driven by commodity prices, which can increase or decrease dramatically over a short period of time. In addition, our costs maybe impacted by tariffs imposed on our products and increased duties due to changes in trade terms. These factors may have a material impact on our revenues,results of operations and cash flows to the extent they occur. We use commercially reasonable efforts to mitigate these effects by sourcing our products asefficiently as possible. In addition, manufacturing labor costs are also subject to degrees of volatility based on local and global economic conditions. We usecommercially reasonable efforts to source from localities that suit our manufacturing standards and result in more favorable labor driven costs to our products.

U.S. Tax Reform. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act(the “Tax Act”). The Tax Act includes significant changes to the U.S. corporate income tax system including, among other things, lowering U.S. statutory federaltax rate and implementing a territorial tax system. The U.S. statutory federal tax rate has been decreased to 21% for Fiscal 2019 and thereafter. The Tax Act alsoadded many new provisions, including changes to bonus depreciation, limits on the deductions for executive compensation and interest expense, a tax on globalintangible low-taxed income, the base erosion anti-abuse tax and a deduction for foreign derived intangible income.

In December 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin 118 to provide guidance for companies that would allow fora measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. Subsequently, as a result offinalizing its full Fiscal 2018 operating results, the issuance of new interpretive guidance, and other analyses performed, the Company finalized its accountingrelated to the impacts of the Tax Act and recorded immaterial measurement period adjustments in the six-month period ending December 29, 2018.

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Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) requires management tomake estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of thefinancial statements, as well as the reported amounts of revenue and expenses during the reporting period. Critical accounting policies are those that are the mostimportant to the portrayal of our results of operations and financial condition and that require our most difficult, subjective and complex judgments to makeestimates about the effect of matters that are inherently uncertain. In applying such policies, we must use certain assumptions that are based on our informedjudgments, assessments of probability and best estimates. Estimates, by their nature, are subjective and are based on analysis of available information, includingcurrent and historical factors and the experience and judgment of management. We evaluate our assumptions and estimates on an ongoing basis. During the firstquarter of Fiscal 2019, we adopted the new accounting guidance related to revenue recognition, as described in Note 2 and Note 3 to the accompanyingconsolidated financial statements. Under this guidance, the timing of revenue recognition for royalty and advertising revenue under certain of our licensingagreements may shift among fiscal quarters. In addition, we eliminated a one-month reporting lag for one of our licensees, and began to recognize revenue for theunredeemed portion of our gift cards that are not required to be remitted as unclaimed property proportionally over the estimated customer redemption period. Ourcritical accounting policies are disclosed in full in the MD&A section of our Annual Report on Form 10-K for the fiscal year ended March 31, 2018. There havebeen no significant changes in our critical accounting policies since March 31, 2018, other than described above.

Segment Information

We generate revenue through four business segments: MK Retail, MK Wholesale, MK Licensing and Jimmy Choo. The following table presents our totalrevenue and income from operations by segment for the three and nine months ended December 29, 2018 and December 30, 2017 (in millions):

Three Months Ended Nine Months Ended

December 29,

2018 December 30,

2017 December 29,

2018 December 30,

2017

Total revenue: MK Retail $ 838.0 $ 846.3 $ 2,121.4 $ 2,111.2MK Wholesale 394.9 430.8 1,215.5 1,198.0MK Licensing 43.5 48.3 106.4 115.2

Michael Kors 1,276.4 1,325.4 3,443.3 3,424.4Jimmy Choo 161.6 114.7 451.0 114.7Total revenue $ 1,438.0 $ 1,440.1 $ 3,894.3 $ 3,539.1

Income from operations:

MK Retail $ 149.9 $ 180.4 $ 310.3 $ 341.6MK Wholesale 108.6 100.5 336.2 263.6MK Licensing 26.0 26.9 44.9 51.1

Michael Kors 284.5 307.8 691.4 656.3Jimmy Choo 5.5 5.7 3.2 5.7

Income from operations $ 290.0 $ 313.5 $ 694.6 $ 662.0

MK Retail

We have four primary Michael Kors retail store formats: “Collection” stores, “Lifestyle” stores, outlet stores and e-commerce, through which we sell ourproducts, as well as licensed products bearing our name, directly to the end consumer throughout the Americas (United States (“U.S.”), Canada and Latin America,excluding Brazil), Europe and certain parts of Asia. In addition to these four retail formats, we operate concessions in a select number of department stores.Michael Kors “Collection” stores are located in highly prestigious shopping areas, while Michael Kors “Lifestyle” stores are located in well-populated commercialshopping locations and leading regional shopping centers. Michael Kors outlet stores, which are generally in outlet centers, extend our reach to additionalconsumer groups. Michael Kors e-commerce business includes e-commerce sites in the U.S., Canada, certain parts of Europe, China, Japan and South Korea.

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The following table presents the change in our global network of Michael Kors retail stores and revenue for the MK Retail segment by geographic locationfor the three and nine months ended December 29, 2018 and December 30, 2017 (dollars in millions):

Three Months Ended Nine Months Ended

December 29,

2018 December 30,

2017 December 29,

2018 December 30,

2017

Full price retail stores including concessions: Number of stores 606 616 606 616

Increase (decrease) during period 12 (4) 10 2Percentage (decrease) increase vs. prior year (1.6)% 1.7% (1.6)% 1.7%

Total gross square footage 1,366,362 1,421,384 1,366,362 1,421,384Average square footage per store 2,255 2,307 2,255 2,307

Outlet stores: Number of stores 264 232 264 232

Increase during period 4 9 31 19Percentage increase vs. prior year 13.8 % 10.5% 13.8 % 10.5%

Total gross square footage 1,140,456 943,895 1,140,456 943,895Average square footage per store 4,320 4,069 4,320 4,069

MK Retail revenue - the Americas $ 557.1 $ 558.0 $ 1,354.2 $ 1,335.6MK Retail revenue - Europe 163.9 168.0 422.6 444.3MK Retail revenue - Asia 117.0 120.3 344.6 331.3Total MK Retail $ 838.0 $ 846.3 $ 2,121.4 $ 2,111.2

The following table presents our Michael Kors retail stores by geographic location:

As of

December 29,

2018 December 30,

2017

Store count by region: The Americas 401 395Europe 198 202Asia 271 251

Total 870 848

MK Wholesale

Michael Kors products are sold directly to department stores, primarily located across the Americas and Europe to accommodate consumers who prefer toshop at major department stores. In addition, we sell to specialty stores for those consumers who enjoy the boutique experience afforded by such stores, as well asto travel retail shops in the Americas, Europe and Asia. We also have wholesale arrangements pursuant to which we sell Michael Kors products to our geographiclicensees in certain parts of EMEA (Europe, Middle East and Africa) and Asia, as well as in Brazil. We continue to focus our sales efforts and drive sales inexisting locations by enhancing presentation with our specialized fixtures that effectively communicate our brand and create a more personalized shoppingexperience for consumers. We tailor our assortments through wholesale product planning and allocation processes to better match the demands of our departmentstore customers in each local market.

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The following table presents the change in our global network of Michael Kors wholesale doors, as well as revenue for our MK Wholesale segment bygeographic location during the three and nine months ended December 29, 2018 and December 30, 2017 (dollars in millions):

Three Months Ended Nine Months Ended

December 29,

2018 December 30,

2017 December 29,

2018 December 30,

2017

Number of full-price wholesale doors 3,414 3,531 3,414 3,531Decrease during period (99) (87) (130) (76)

MK Wholesale revenue - the Americas $ 311.4 $ 338.2 $ 940.8 $ 905.8MK Wholesale revenue - EMEA 66.3 81.2 215.6 250.7MK Wholesale revenue - Asia 17.2 11.4 59.1 41.5Total MK Wholesale $ 394.9 $ 430.8 $ 1,215.5 $ 1,198.0

MK Licensing

We generate licensing revenue through product and geographic licensing arrangements. Our Michael Kors product license agreements allow third parties touse the Michael Kors brand name and trademarks in connection with the manufacturing and sale of a variety of products, including watches, jewelry, fragrancesand beauty, and eyewear. In Michael Kors product licensing arrangements, we take an active role in the design, marketing and distribution of products under theMichael Kors brand. Our geographic licensing arrangements allow third parties to use our Michael Kors tradenames in connection with the retail and/or wholesalesales of our Michael Kors branded products in specific geographic regions, such as Brazil, the Middle East, South Africa, Eastern Europe, certain parts of Asia andAustralia.

Jimmy Choo

The Jimmy Choo business was acquired and consolidated beginning on November 1, 2017. We generate revenue through the sale of Jimmy Choo luxurygoods to end clients through directly operated Jimmy Choo stores throughout the Americas, EMEA and certain parts of Asia, through our e-commerce sites, aswell as through wholesale sales of luxury goods to distribution partners (including geographic licensing arrangements that allow third parties to use the JimmyChoo tradenames in connection with retail and/or wholesale sales of Jimmy Choo branded products in specific geographic regions), multi-brand department storesand specialty stores worldwide. In addition, revenue is generated through product licensing agreements, which allow third parties to use the Jimmy Choo brandname and trademarks in connection with the manufacturing and sale of fragrances, sunglasses and eyewear, as well as through geographic licensing arrangements,which allow third parties to use the Jimmy Choo tradenames in connections with the retail and/or wholesale sales of our Jimmy Choo branded products in specificgeographic regions.

The following table presents our global network of Jimmy Choo retail stores and wholesale doors:

As of

December 29,

2018 December 30,

2017

Store count: Full-price retail stores including concessions 168 158Outlet stores 38 21

Total stores 206 179

Number of full-price wholesale doors 592 619

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The following table presents Jimmy Choo revenue by geographic location (in millions):

Three Months Ended Nine Months Ended

December 29, 2018 December 30, 2017

(1) December 29, 2018 December 30, 2017

(1)

Jimmy Choo revenue: The Americas $ 29.1 $ 21.0 $ 75.1 $ 21.0EMEA 89.7 65.0 248.2 65.0Asia 42.8 28.7 127.7 28.7Total Jimmy Choo revenue $ 161.6 $ 114.7 $ 451.0 $ 114.7___________________(1) The amounts reflected represent revenue included in the Company’s results of operations from November 1, 2017 through December 30, 2017 .

Key Consolidated Performance Indicators and Statistics

We use a number of key indicators of operating results to evaluate our Company’s performance, including the following (dollars in millions):

Three Months Ended Nine Months Ended

December 29, 2018 December 30, 2017 December 29, 2018 December 30, 2017

Total revenue $ 1,438.0 $ 1,440.1 $ 3,894.3 $ 3,539.1Decrease in Michael Kors comparable store sales (2.4)% (3.2)% (1.5)% (3.5)%Gross profit as a percent of total revenue 60.7 % 61.4 % 61.3 % 60.7 %Income from operations $ 290.0 $ 313.5 $ 694.6 $ 662.0Income from operations as a percent of total revenue 20.2 % 21.8 % 17.8 % 18.7 %

General Definitions for Operating Results

Total revenue consists of sales from comparable retail stores and e-commerce sites and non-comparable retail stores and e-commerce sites, net of returnsand markdowns, as well as those made to our wholesale customers, net of returns, discounts, markdowns and allowances. Additionally, revenue includes royaltiesand other contributions earned on sales of licensed products by our licensees as well as contractual royalty rates for the use of our trademarks in certain geographicterritories.

Comparable store sales include sales from a retail store or an e-commerce site that has been operating for one full year after the end of the first month of itsoperation under our ownership. For stores that are closed, sales that were made in the final month of their operations (assuming closure prior to the fiscal month’send), are excluded from the calculation of comparable store sales. Additionally, sales for stores that are either relocated, or expanded by a square footage of 25% orgreater, in any given fiscal year, are also excluded from the calculation of comparable store sales at the time of their move or interruption, until such stores havebeen in their new location, or are operating under their new size/capacity, for at least one full year after the end of the first month of their relocation or expansion.All comparable store sales are presented on a 52-week basis. Comparable store sales are reported on a global basis, which represents management’s view of ourCompany as an expanding global business.

Constant currency effects are non-U.S. GAAP financial measures, which are provided to supplement our reported operating results to facilitatecomparisons of our operating results and trends in our business, excluding the effects of foreign currency rate fluctuations. Because we are a global company,foreign currency exchange rates may have a significant effect on our reported results. We calculate constant currency measures and the related foreign currencyimpacts by translating the current-year’s reported amounts into comparable amounts using prior year’s foreign exchange rates for each currency. All constantcurrency performance measures discussed below should be considered a supplement to and not in lieu of our operating performance measures calculated inaccordance with U.S. GAAP.

Cost of goods sold includes the cost of inventory sold, freight-in on merchandise and foreign currency exchange gains/losses related to designated forwardcontracts for purchase commitments. All retail operating and occupancy costs are included in Selling, general and administrative expenses (see below) and, as aresult, our cost of goods sold may not be comparable to that of other entities that have chosen to include some or all of those expenses as a component of their costof goods sold.

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Gross profit is total revenue minus cost of goods sold. As a result of retail operating and occupancy costs being excluded from our cost of goods sold, ourgross profit may not be comparable to that of other entities that have chosen to include some or all of those expenses as a component of their gross profit.

Selling, general and administrative expenses consist of warehousing and distribution costs, rent for our distribution centers, payroll, store occupancy costs(such as rent, common area maintenance, store pre-opening, real estate taxes and utilities), information technology and systems costs, corporate payroll and relatedbenefits, advertising and promotion expense and other general expenses.

Depreciation and amortization includes depreciation and amortization of fixed and definite-lived intangible assets.

Impairment of long-lived assets consists of charges to write-down fixed assets and finite-lived intangible assets to fair value.

Restructuring and other charges includes store closure costs recorded in connection with the Retail Fleet Optimization Plan and other restructuringinitiatives, as well as transaction and transition costs recorded in connection with our acquisition of Jimmy Choo and our agreement to acquire Versace (see Note 1, Note 4 and Note 9 to the accompanying consolidated financial statements for additional information).

Income from operations consists of gross profit minus total operating expenses.

Other (income) expense, net includes insurance settlements, proceeds received related to our anti-counterfeiting efforts and rental income from our owneddistribution center in Europe. In future periods, it may include any other miscellaneous activities not directly related to our operations.

Interest expense, net represents interest and fees on our revolving credit facilities, senior notes, term loan facilities and letters of credit (see “Liquidity andCapital Resources” for further detail on our credit facilities), as well as amortization of deferred financing costs and original issue discount, offset by interestearned on highly liquid investments (investments purchased with an original maturity of three months or less, classified as cash equivalents) and interest on cross-currency swaps designated as net investment hedges (see Note 13 to the accompanying consolidated financial statements for additional information).

Foreign currency loss (gain) includes net gains or losses related to the mark-to-market (fair value) on our forward currency contracts not designated asaccounting hedges, including acquisition-related contracts, and unrealized income or loss from the re-measurement of monetary assets and liabilities denominatedin currencies other than the functional currencies of our subsidiaries.

Noncontrolling interest represents the portion of the equity ownership in the Michael Kors Latin American joint venture, MK (Panama) Holdings, S.A. andsubsidiaries (“MK Panama”), as well as the portion of the equity ownership in the Jimmy Choo Middle East Joint Venture, JC Industry S.r.L (“JCI”), and JC GulfTrading LLC (“JC Gulf”), which is not attributable to our Company.

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Results of Operations

Comparison of the three months ended December 29, 2018 with the three months ended December 30, 2017

The following table details the results of our operations for the three months ended December 29, 2018 and December 30, 2017 , and expresses therelationship of certain line items to total revenue as a percentage (dollars in millions):

Three Months Ended

$ Change % Change

% of Total Revenue for the Three Months Ended

December 29,

2018 December 30,

2017 December 29,

2018 December 30,

2017

Statements of Operations Data: Total revenue $ 1,438.0 $ 1,440.1 $ (2.1) (0.1)% Cost of goods sold 564.8 556.1 8.7 1.6 % 39.3% 38.6 %

Gross profit 873.2 884.0 (10.8) (1.2)% 60.7% 61.4 %Selling, general and administrative expenses 506.1 485.9 20.2 4.2 % 35.2% 33.7 %Depreciation and amortization 51.5 54.0 (2.5) (4.6)% 3.6% 3.7 %Impairment of long-lived assets 5.9 2.6 3.3 126.9 % 0.4% 0.2 %Restructuring and other charges (1) 19.7 28.0 (8.3) (29.6)% 1.4% 1.9 %Total operating expenses 583.2 570.5 12.7 2.2 % 40.6% 39.6 %

Income from operations 290.0 313.5 (23.5) (7.5)% 20.2% 21.8 %Other income, net (1.4) (0.1) (1.3) NM 0.1% — %Interest expense, net 7.7 8.3 (0.6) (7.2)% 0.5% 0.6 %Foreign currency loss 42.6 27.0 15.6 57.8 % 3.0% 1.9 %Income before provision for income taxes 241.1 278.3 (37.2) (13.4)% 16.8% 19.3 %Provision for income taxes 41.7 58.9 (17.2) (29.2)% 2.9% 4.1 %

Net income 199.4 219.4 (20.0) (9.1)% Less: Net loss attributable to noncontrolling

interest (0.2) — (0.2) NM Net income attributable to Capri $ 199.6 $ 219.4 $ (19.8) (9.0)% ___________________NM Not meaningful(1) Includes store closure costs recorded in connection with the Michael Kors retail fleet optimization Plan (as defined in Note 9 ) and other restructuring

initiatives, and transaction and transition costs recorded in connection with our acquisitions of Jimmy Choo and Versace.

Total Revenue

Total revenue decreased $2.1 million , or 0.1% , to $1.438 billion for the three months ended December 29, 2018 , compared to $1.440 billion for the threemonths ended December 30, 2017 , which included net unfavorable foreign currency effects of approximately $18.4 million , primarily related to the weakening ofthe Euro, the British Pound, the Chinese Renminbi and the Canadian Dollar against the U.S. Dollar during the three months ended December 29, 2018 as comparedto the same prior year period. Total revenue for the three months ended December 29, 2018 includes approximately $39.3 million of incremental revenueattributable to Jimmy Choo, which was acquired and consolidated into the Company's results of operations effective November 1, 2017. In addition, the decrease intotal revenue for the three months ended December 29, 2018 was due to lower revenue from our Michael Kors businesses.

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The following table details revenues for our four business segments (dollars in millions):

Three Months Ended % Change % of Total Revenue for the Three Months Ended

December 29,

2018 December 30,

2017 $ Change As Reported Constant Currency

December 29, 2018

December 30, 2017

Total revenue: MK Retail $ 838.0 $ 846.3 $ (8.3) (1.0)% 0.3 % 58.3% 58.8%MKWholesale 394.9 430.8 (35.9) (8.3)% (7.8)% 27.5% 29.9%MK Licensing 43.5 48.3 (4.8) (9.9)% (9.9)% 3.0% 3.3%

Michael Kors 1,276.4 1,325.4 (49.0) (3.7)% (2.7)% 88.8% 92.0%Jimmy Choo 161.6 114.7 46.9 NM NM 11.2% 8.0%

Total revenue $ 1,438.0 $ 1,440.1 $ (2.1) (0.1)% 1.1 %

MK Retail

Revenue from our Michael Kors retail stores decreased $8.3 million , or 1.0% , to $838.0 million for the three months ended December 29, 2018 , comparedto $846.3 million for the three months ended December 30, 2017 , which included net unfavorable foreign currency effects of $10.9 million .

During the three months ended December 29, 2018 , our comparable store sales decreased $17.5 million , or 2.4% , primarily attributable to lower sales fromour watches, women’s accessories and jewelry product categories, offset in part by higher sales from women’s footwear and apparel. Our comparable store salesbenefited approximately 290 basis points from the inclusion of e-commerce sales in comparable store sales. Our comparable store sales included net unfavorableforeign currency effects of approximately $10.0 million . On a constant currency basis, our comparable store sales decreased $7.5 million , or 1.0% .

Our non-comparable store sales increased $9.2 million during the three months ended December 29, 2018 . The increase in non-comparable store sales wasprimarily attributable to a net increase of 22 stores to 870 Michael Kors retail stores as of December 29, 2018 , as compared to prior year, as well as due to newlyrenovated and expanded stores.

MK Wholesale

Revenue from our Michael Kors wholesale customers decreased $35.9 million , or 8.3% , to $394.9 million for the three months ended December 29, 2018 ,compared to $430.8 million for the three months ended December 30, 2017 . The decrease in our wholesale revenue was primarily attributable to lower sales ofwomen’s accessories during the three months ended December 29, 2018 , compared to the three months ended December 30, 2017 .

MK Licensing

Royalties earned on our Michael Kors licensing agreements decreased $4.8 million , or 9.9% , to $43.5 million for the three months ended December 29,2018 , compared to $48.3 million for the three months ended December 30, 2017 . This decrease was primarily attributable to lower licensing revenues related tothe sales of fashion watches and jewelry, offset in part by higher licensing revenues related to sales of outerwear.

Jimmy Choo

Revenue earned from Jimmy Choo increased $46.9 million to $161.6 million for the three months ended December 29, 2018 , compared to $114.7 millionfor the three months ended December 30, 2017 , which included net unfavorable foreign currency effects of $5.0 million . The three month period endedDecember 29, 2018 included incremental revenue of $39.3 million due to the inclusion of the Jimmy Choo business acquired on November 1, 2017 for the entirethird quarter of the current fiscal year. The remaining increase was primarily attributable to higher retail sales of the footwear product category.

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Gross Profit

Gross profit decreased $10.8 million , or 1.2% , to $873.2 million for the three months ended December 29, 2018 , compared to $884.0 million for the threemonths ended December 30, 2017 , which included net unfavorable foreign currency effects of $11.6 million . Gross profit as a percentage of total revenuedecreased 70 basis points to 60.7% during the three months ended December 29, 2018 , compared to 61.4% during the three months ended December 30, 2017 .The decrease in our gross profit margin was primarily attributable to a decrease in gross profit margin from our MK Retail Segment of 280 basis points, primarilydriven by increased markdowns during three months ended December 29, 2018 , as compared to the three months ended December 30, 2017 . The decrease in ourgross profit margin was offset in part by an increase in gross profit margin from our MK Wholesale Segment of 120 basis points, primarily due to favorablechannel mix in Europe. In addition, Jimmy Choo benefited our gross profit margin 50 basis points.

Total Operating Expenses

Total operating expenses increased $12.7 million , or 2.2% , to $583.2 million during the three months ended December 29, 2018 , compared to $570.5million for the three months ended December 30, 2017 , which included incremental operating expenses of $30.8 million associated with the recently acquiredJimmy Choo business. Our operating expenses included a net favorable foreign currency impact of approximately $9.2 million . Total operating expenses increasedto 40.6% as a percentage of total revenue for the three months ended December 29, 2018 , compared to 39.6% for the three months ended December 30, 2017 . Thecomponents that comprise total operating expenses are explained below.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $20.2 million , or 4.2% , to $506.1 million during the three months ended December 29, 2018 ,compared to $485.9 million for the three months ended December 30, 2017 . The increase in selling, general and administrative expenses was primarily due to thefollowing:

• incremental costs of $21.3 million associated with the recently acquired Jimmy Choo business, which has been consolidated in our operationsbeginning on November 1, 2017; and

• increased retail store and e-commerce related costs of $15.3 million, primarily comprised of increased occupancy costs, increased salaries and increasedadvertising costs.

These increases were partially offset by:

• decreased selling costs of $7.5 million; and• decreased advertising and marketing costs of $8.1 million.

Selling, general and administrative expenses as a percentage of total revenue increased to 35.2% for the three months ended December 29, 2018 , comparedto 33.7% for the three months ended December 30, 2017 , primarily due to increased retail store and e-commerce related costs, partially offset by lower sellingcosts as a percentage of total revenue during the three months ended December 29, 2018 , as compared to the three months ended December 30, 2017 .

Depreciation and Amortization

Depreciation and amortization decreased $2.5 million , or 4.6% , to $51.5 million during the three months ended December 29, 2018 , compared to $ 54.0million for the three months ended December 30, 2017 . The decrease in depreciation and amortization expense was primarily attributable to lower depreciationdue to previously recorded fixed asset impairment charges, partially offset by incremental depreciation and amortization expense of $2.7 million attributable to ourJimmy Choo business (including amortization of purchase accounting adjustments). Depreciation and amortization decreased to 3.6% as a percentage of totalrevenue during the three months ended December 29, 2018 , compared to 3.7% for the three months ended December 30, 2017 .

Impairment of Long-Lived Assets

During the three months ended December 29, 2018 , we recognized long-lived asset impairment charges of $5.9 million , which were primarily comprised of$5.4 million of impairment charges related to underperforming Michael Kors retail store locations, some of which will be closed as part of our previouslyannounced Retail Fleet Optimization Plan (see Note 9 and Note 12 to the accompanying consolidated financial statements for additional information). During thethree months ended December 30, 2017 , we recognized long-lived asset impairment charges of approximately $2.6 million , which were related tounderperforming Michael Kors retail store locations, some of which related to closures as part of our Retail Fleet Optimization Plan.

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Restructuring and Other Charges

During the three months ended December 29, 2018 , we recognized restructuring and other charges of $19.7 million , which included transaction andtransition costs of $12.2 million and restructuring charges of $7.5 million, of which $4.1 million was recorded in connection with our Retail Fleet OptimizationPlan and $3.4 million related to Jimmy Choo lease termination charges (see Note 9 to the accompanying consolidated financial statements for additionalinformation). The transaction and transition costs recorded during the three months ended December 29, 2018 included $6.3 million in connection with the JimmyChoo acquisition and $5.9 million related to the acquisition of Versace.

During the three months ended December 30, 2017 , we recognized restructuring and other charges of $28.0 million , which were comprised of $25.6million of transaction and transition costs in connection with the Jimmy Choo acquisition and restructuring charges of $2.4 million recorded in connection with ourRetail Fleet Optimization Plan.

Income from Operations

As a result of the foregoing, income from operations decreased $23.5 million , or 7.5% , to $290.0 million during three months ended ended December 29,2018 , compared to $313.5 million for the three months ended December 30, 2017 . Income from operations as a percentage of total revenue decreased to 20.2%during the three months ended December 29, 2018 , compared to 21.8% for the three months ended December 30, 2017 .

The following table details income from operations for our four business segments (dollars in millions):

Three Months Ended % of Total Revenue for the Three Months Ended

December 29,

2018 December 30,

2017 $ Change % Change December 29,

2018 December 30,

2017

Income from operations: MK Retail $ 149.9 $ 180.4 $ (30.5) (16.9)% 17.9% 21.3%MK Wholesale 108.6 100.5 8.1 8.1 % 27.5% 23.3%MK Licensing 26.0 26.9 (0.9) (3.3)% 59.8% 55.7%

Michael Kors 284.5 307.8 (23.3) (7.6)% 22.3% 23.2%Jimmy Choo 5.5 5.7 (0.2) NM 3.4% 5.0%

Income from operations $ 290.0 $ 313.5 $ (23.5) (7.5)% 20.2% 21.8%

MK Retail

Income from operations for our MK Retail segment decreased $30.5 million , or 16.9% , to $149.9 million during the three months ended December 29,2018 , compared to $180.4 million for the three months ended December 30, 2017 . Income from operations as a percentage of retail revenue decreased 340 basispoints from 21.3% for the three months ended December 30, 2017 , to 17.9% during the three months ended December 29, 2018 . The decrease in income fromoperations as a percentage of retail revenue was primarily due to a decrease in gross profit margin of 280 basis points, as previously discussed, as well as anincrease in operating expenses of 60 basis points. The increase in operating expenses as a percentage of total revenue was primarily due to increased retail storerelated and e-commerce costs, partially offset by decreased marketing and depreciation expenses.

MK Wholesale

Income from operations for our MK Wholesale segment increased $8.1 million , or 8.1% , to $108.6 million during the three months ended December 29,2018 , compared to $100.5 million for the three months ended December 30, 2017 . Income from operations as a percentage of wholesale revenue increasedapproximately 420 basis points from 23.3% for the three months ended December 30, 2017 to 27.5% during the three months ended December 29, 2018 , whichwas attributable to a 300 basis point decrease in operating expenses as a percentage of wholesale revenue, as well as an increase in our wholesale gross profitmargin of approximately 120 basis points, as previously discussed. The decrease in operating expenses as a percentage of total revenue was largely due todecreased corporate allocated expenses, selling costs and distribution costs.

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MK Licensing

Income from operations for our MK Licensing segment decreased $0.9 million , or 3.3% , to $26.0 million during the three months ended December 29,2018 , compared to $26.9 million for the three months ended December 30, 2017 . Income from operations as a percentage of licensing revenue increasedapproximately 410 basis points from 55.7% during the three months ended December 30, 2017 to 59.8% during the three months ended December 29, 2018 ,primarily due to decreased advertising costs, selling costs and corporate allocated expenses as a percentage of licensing revenue.

Jimmy Choo

Income from operations for our Jimmy Choo segment decreased $0.2 million to $5.5 million during the three months ended December 29, 2018 , comparedto $5.7 million for the period from the date of acquisition through December 30, 2017 . Income from operations as a percentage of Jimmy Choo revenue decreasedfrom 5.0% for the period from the date of acquisition through December 30, 2017 to 3.4% during the three months ended December 29, 2018 , primarily due to anoperating loss for the incremental period in Fiscal 2019 of $3.7 million, reflecting our investments in the Jimmy Choo business and transition and integration costs,which negatively impacted income from operations as a percentage of Jimmy Choo revenue by 410 basis points. This decrease was partially offset by an increasein gross profit margin of approximately 220 basis points, reflecting lower cost of goods and a decrease in purchase accounting adjustments, as well as loweroperating expenses of approximately 30 basis points.

Interest Expense, net

Interest expense, net decreased $0.6 million to $7.7 million during the three months ended December 29, 2018 , compared to $8.3 million for the threemonths ended December 30, 2017 , as the $2.8 million reduction to interest expense related to the cross-currency swap used in the net investment hedge during thethree months ended December 29, 2018 (see Note 13 to the accompanying consolidated financial statements for additional information) more than offset theincreased interest expense attributable to higher borrowings than in prior year (see Note 10 to the accompanying consolidated financial statements for additionalinformation).

Foreign Currency Loss

During the three months ended December 29, 2018 , we recognized a net foreign currency loss of $42.6 million , primarily attributable to a $47.0 million lossrelated to forward foreign currency exchange derivative contracts to hedge the transaction price of the Versace acquisition (see Note 13 and Note 20 to theaccompanying consolidated financial statements for additional information).

During the three months ended December 30, 2017 , we recognized a net foreign currency loss of $27.0 million , which primarily included a $32.0 millionloss related to a forward foreign currency exchange derivative contract to hedge the Jimmy Choo transaction price.

Provision for Income Taxes

We recognized $41.7 million of income tax expense during the three months ended December 29, 2018 , compared to $ 58.9 million for the three monthsended December 30, 2017 . Our effective tax rate for the three months ended December 29, 2018 , was 17.3% , compared to 21.2% for the three months endedDecember 30, 2017 . The decrease in our effective tax rate was primarily due to the favorable impact of the Tax Cuts and Jobs Act, certain income tax creditsclaimed in the current year, as well as an increase in the proportion of earnings generated in lower tax jurisdictions during the three months ended December 29,2018 . These decreases were partially offset by a lower favorable effect of our global financing activities during the three months ended December 29, 2018 ,compared to three months ended December 30, 2017 . The global financing activities are related to our previously disclosed 2014 move of our principal executiveoffice from Hong Kong to the United Kingdom (“U.K.”) and decision to become a U.K. tax resident. In connection with this decision, we funded our internationalgrowth strategy through intercompany debt financing arrangements between certain of our U.S., U.K. and Switzerland subsidiaries in December 2015.Accordingly, due to the difference in the statutory income tax rates between these jurisdictions, we realized a lower effective tax rate.

Our effective tax rate may fluctuate from time to time due to the effects of changes in U.S. state and local taxes and tax rates in foreign jurisdictions. Inaddition, factors such as the geographic mix of earnings, enacted tax legislation and the results of various global tax strategies, may also impact our effective taxrate in future periods.

Net Loss Attributable to Noncontrolling Interest

During the three months ended December 29, 2018 , we recorded a net loss attributable to the noncontrolling interest in our joint ventures of $0.2 million .This loss represents the share of income that is not attributable to the Company.

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Net Income Attributable to Capri

As a result of the foregoing, our net income decreased $19.8 million , or 9.0% , to $199.6 million during the three months ended December 29, 2018 ,compared to $219.4 million for the three months ended December 30, 2017 .

Results of Operations

Comparison of the nine months ended December 29, 2018 with the nine months ended December 30, 2017

The following table details the results of our operations for the nine months ended December 29, 2018 and December 30, 2017 , and expresses therelationship of certain line items to total revenue as a percentage (dollars in millions):

Nine Months Ended

$ Change % Change

% of Total Revenue for the Nine Months Ended

December 29,

2018 December 30,

2017 December 29, 2018 December 30, 2017

Statements of Operations Data: Total revenue $ 3,894.3 $ 3,539.1 $ 355.2 10.0 % Cost of goods sold 1,507.2 1,389.6 117.6 8.5 % 38.7% 39.3 %

Gross profit 2,387.1 2,149.5 237.6 11.1 % 61.3% 60.7 %Selling, general and administrative expenses 1,466.0 1,267.4 198.6 15.7 % 37.6% 35.8 %Depreciation and amortization 160.1 149.9 10.2 6.8 % 4.1% 4.2 %Impairment of long-lived assets 17.2 18.9 (1.7) (9.0)% 0.4% 0.5 %Restructuring and other charges (1) 49.2 51.3 (2.1) (4.1)% 1.3% 1.4 %Total operating expenses 1,692.5 1,487.5 205.0 13.8 % 43.5% 42.0 %

Income from operations 694.6 662.0 32.6 4.9 % 17.8% 18.7 %Other income, net (3.7) (1.0) (2.7) NM 0.1% — %Interest expense, net 21.1 10.2 10.9 NM 0.5% 0.3 %Foreign currency loss (gain) 78.5 (14.7) 93.2 NM 2.0% (0.4)%Income before provision for income taxes 598.7 667.5 (68.8) (10.3)% 15.4% 18.9 %Provision for income taxes 76.0 119.9 (43.9) (36.6)% 2.0% 3.4 %

Net income 522.7 547.6 (24.9) (4.5)% Less: Net loss attributable to noncontrolling interest (0.9) (0.2) (0.7) NM Net income attributable to Capri $ 523.6 $ 547.8 $ (24.2) (4.4)% ___________________NM Not meaningful(1) Includes store closure costs recorded in connection with the Michael Kors retail fleet optimization Plan (as defined in Note 9 ) and other restructuring

initiatives, and transaction and transition costs recorded in connection with our acquisitions of Jimmy Choo and Versace.

Total Revenue

Total revenue increased $355.2 million , or 10.0% , to $3.894 billion for the nine months ended December 29, 2018 , compared to $3.539 billion for the ninemonths ended December 30, 2017 , which included net unfavorable foreign currency effects of approximately $4.4 million , primarily related to the weakening ofthe Canadian Dollar and the British Pound against the U.S. Dollar. Total revenue for the nine months ended December 29, 2018 includes approximately $328.7million of incremental revenue attributable to Jimmy Choo, which was acquired and consolidated into the Company's results of operations effective November 1,2017. The increase in revenue was also due to higher revenue from our Michael Kors businesses.

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The following table details revenues for our four business segments (dollars in millions):

Nine Months Ended % Change % of Total Revenue for the Nine Months Ended

December 29,

2018 December 30,

2017 $ Change As Reported Constant Currency

December 29, 2018

December 30, 2017

Total revenue: MK Retail $ 2,121.4 $ 2,111.2 $ 10.2 0.5 % 0.5 % 54.5% 59.7%MK Wholesale 1,215.5 1,198.0 17.5 1.5 % 1.4 % 31.2% 33.8%MK Licensing 106.4 115.2 (8.8) (7.6)% (7.6)% 2.7% 3.3%

Michael Kors 3,443.3 3,424.4 18.9 0.6 % 0.5 % 88.4% 96.8%Jimmy Choo 451.0 114.7 336.3 NM NM 11.6% 3.2%

Total revenue $ 3,894.3 $ 3,539.1 $ 355.2 10.0 % 10.2 %

MK Retail

Revenue from our Michael Kors retail stores increased $10.2 million , or 0.5% , to $2.121 billion for the nine months ended December 29, 2018 , comparedto $2.111 billion for the nine months ended December 30, 2017 .

During the nine months ended December 29, 2018 , our comparable store sales decreased $27.9 million , or 1.5% , primarily attributable to lower sales fromour watches, women’s accessories and jewelry product categories, offset in part by higher sales from women’s footwear and apparel. Our comparable store salesbenefited approximately 250 basis points from the inclusion of e-commerce sales in comparable store sales. Our comparable store sales included net unfavorableforeign currency effects of approximately $1.4 million . On a constant currency basis, our comparable store sales decreased $ 26.5 million , or 1.5% .

Our non-comparable store sales increased $38.1 million during the nine months ended December 29, 2018 . The increase in non-comparable store sales wasprimarily attributable to operating an additional 22 stores to 870 Michael Kors retail stores as of December 29, 2018 , as compared to prior year, as well as due tonewly renovated and expanded stores.

MK Wholesale

Revenue from our Michael Kors wholesale customers increased $17.5 million , or 1.5% , to $1.216 billion for the nine months ended December 29, 2018 ,compared to $1.198 billion for the nine months ended December 30, 2017 . The increase in our wholesale revenue was primarily attributable to higher sales offootwear and women’s accessories, partially offset by decreased sales of women’s apparel during the nine months ended December 29, 2018 , as compared to thenine months ended December 30, 2017 .

MK Licensing

Royalties earned on our Michael Kors licensing agreements decreased $8.8 million , or 7.6% , to $106.4 million for the nine months ended December 29,2018 , compared to $115.2 million for the nine months ended December 30, 2017 . This decrease was primarily attributable to lower licensing revenues related tothe sales of fashion watches and jewelry, offset in part by higher licensing revenues related to sales of outerwear.

Jimmy Choo

Revenue earned from Jimmy Choo increased $336.3 million to $451.0 million for the nine months ended December 29, 2018 , compared to $114.7 millionfor the nine months ended December 30, 2017 , which included net unfavorable foreign currency effects of $5.0 million . The nine month period endedDecember 29, 2018 included incremental revenue of $328.7 million due to the inclusion of the Jimmy Choo business acquired on November 1, 2017 for the entirenine month period in the current year. The remaining increase was primarily attributable to higher retail sales of footwear product category.

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Gross Profit

Gross profit increased $237.6 million , or 11.1% , to $2.387 billion for the nine months ended December 29, 2018 , compared to $2.150 billion for the ninemonths ended December 30, 2017 . Gross profit as a percentage of total revenue increased 60 basis points to 61.3% during the nine months ended December 29,2018 , compared to 60.7% during the nine months ended December 30, 2017 . The increase in our gross profit margin was primarily attributable to the inclusion ofJimmy Choo, which benefited our gross margin 60 basis points, as well as an increase in gross profit margin from our MK Wholesale Segment of 230 basis points,primarily driven by lower costs of goods during the nine months ended December 29, 2018 , as compared to the nine months ended December 30, 2017 . Theincrease in our gross profit margin was offset in part by a 120 basis point decrease in our gross profit margin from our MK Retail Segment, primarily driven byincreased markdowns.

Total Operating Expenses

Total operating expenses increased $205.0 million , or 13.8% , to $1.693 billion during the nine months ended December 29, 2018 , compared to $1.488billion for the nine months ended December 30, 2017 , which included incremental operating expenses of $227.7 million associated with the recently acquiredJimmy Choo business. Total operating expenses increased to 43.5% as a percentage of total revenue for the nine months ended December 29, 2018 , compared to42.0% for the nine months ended December 30, 2017 . The components that comprise total operating expenses are explained below.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $198.6 million , or 15.7% , to $1.466 billion during the nine months ended December 29, 2018 ,compared to $1.267 billion for the nine months ended December 30, 2017 . The increase in selling, general and administrative expenses was primarily due to thefollowing:

• incremental costs of $186.9 million associated with the recently acquired Jimmy Choo business, which has been consolidated in our operationsbeginning on November 1, 2017; and

• increased retail store and e-commerce related costs of $35.4 million, primarily comprised of increased occupancy costs, increased advertising costs andincreased salaries.

These increases were partially offset by:

• decreased distribution costs of $11.5 million; and• decreased selling costs of $10.1 million.

Selling, general and administrative expenses as a percentage of total revenue increased to 37.6% during the nine months ended December 29, 2018 ,compared to 35.8% for the nine months ended December 30, 2017 , primarily due to the inclusion of expenses associated with the Jimmy Choo business, increasedretail store and e-commerce related costs, partially offset by lower selling and distribution costs as a percentage of total revenue during the nine months endedDecember 29, 2018 , as compared to the nine months ended December 30, 2017 .

Depreciation and Amortization

Depreciation and amortization increased $10.2 million , or 6.8% , to $160.1 million during the nine months ended December 29, 2018 , compared to $149.9million for the nine months ended December 30, 2017 . The increase in depreciation and amortization expense was primarily attributable to incrementaldepreciation and amortization expense of $19.1 million attributable to the Jimmy Choo business (including amortization of purchase accounting adjustments),partially offset by lower depreciation due to previously recorded fixed asset impairment charges. Depreciation and amortization decreased to 4.1% as a percentageof total revenue during the nine months ended December 29, 2018 , compared to 4.2% for the nine months ended December 30, 2017 .

Impairment of Long-Lived Assets

During the nine months ended December 29, 2018 , we recognized long-lived asset impairment charges of $17.2 million , which were primarily comprisedof $15.4 million of impairment charges related to underperforming Michael Kors retail store locations, some of which will be closed as part of our previouslyannounced Retail Fleet Optimization Plan (see Note 9 and Note 12 to the accompanying consolidated financial statements for additional information). During thenine months ended December 30, 2017 , we recognized long-lived asset impairment charges of approximately $18.9 million , which were related tounderperforming Michael Kors retail store locations, some of which related to closures as part of our Retail Fleet Optimization Plan.

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Restructuring and Other Charges

During the nine months ended December 29, 2018 , we recognized restructuring and other charges of $49.2 million , which included restructuring charges of$13.9 million, of which $9.5 million was recorded in connection with our Retail Fleet Optimization Plan and $4.4 million related to Jimmy Choo lease-relatedcharges (see Note 9 to the accompanying consolidated financial statements for additional information) and transaction and transition costs of $35.3 million . Thetransaction and transition costs recorded during the nine months ended December 29, 2018 included $20.2 million in connection with the Jimmy Choo acquisitionand $15.1 million related to the acquisition of Versace.

During the nine months ended December 30, 2017 , we recognized restructuring and other charges of $51.3 million , which were comprised of $43.0 millionof transaction and transition costs recorded in connection with the Jimmy Choo acquisition and restructuring charges of $8.3 million recorded in connection withour Retail Fleet Optimization Plan.

Income from Operations

As a result of the foregoing, income from operations increased $32.6 million or 4.9% , to $694.6 million during the nine months ended December 29, 2018 ,compared to $662.0 million for the nine months ended December 30, 2017 . Income from operations as a percentage of total revenue decreased to 17.8% during thenine months ended December 29, 2018 , compared to 18.7% for the nine months ended December 30, 2017 .

The following table details income from operations for our four business segments (dollars in millions):

Nine Months Ended % of Total Revenue for the Nine Months Ended

December 29,

2018 December 30,

2017 $ Change % Change December 29,

2018 December 30,

2017

Income from operations: MK Retail $ 310.3 $ 341.6 $ (31.3) (9.2)% 14.6% 16.2%MK Wholesale 336.2 263.6 72.6 27.5 % 27.7% 22.0%MK Licensing 44.9 51.1 (6.2) (12.1)% 42.2% 44.4%

Michael Kors 691.4 656.3 35.1 5.3 % 20.1% 19.2%Jimmy Choo 3.2 5.7 (2.5) NM 0.7% 5.0%

Income from operations $ 694.6 $ 662.0 $ 32.6 4.9 % 17.8% 18.7%

MK Retail

Income from operations for our MK Retail segment decreased $31.3 million , or 9.2% , to $310.3 million during the nine months ended December 29, 2018 ,compared to $341.6 million for the nine months ended December 30, 2017 . Income from operations as a percentage of retail revenue decreased 160 basis pointsfrom 16.2% for the nine months ended December 30, 2017 to 14.6% during the nine months ended December 29, 2018 . The decrease in income from operationsas a percentage of retail revenue was primarily due to a decrease in gross profit margin of 120 basis points, as previously discussed, as well as an increase inoperating expenses of 40 basis points. The increase in operating expenses as a percentage of total revenue was primarily due to increased retail store related and e-commerce costs, partially offset by lower marketing, distribution and depreciation expenses, as well as lower impairment charges.

MK Wholesale

Income from operations for our MK Wholesale segment increased $72.6 million , or 27.5% , to $336.2 million during the nine months ended December 29,2018 , compared to $263.6 million for the nine months ended December 30, 2017 . Income from operations as a percentage of wholesale revenue increasedapproximately 570 basis points from 22.0% during the nine months ended December 30, 2017 to 27.7% during the nine months ended December 29, 2018 , whichwas attributable to an increase in our wholesale gross profit margin of approximately 230 basis points, as previously discussed, as well as a 340 basis pointdecrease in operating expenses as a percentage of wholesale revenue. The decrease in operating expenses as a percentage of total revenue was largely due todecreased selling costs, distribution costs, corporate allocated expenses and depreciation expenses.

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MK Licensing

Income from operations for our MK Licensing segment decreased $6.2 million , or 12.1% , to $44.9 million during the nine months ended December 29,2018 , compared to $51.1 million for the nine months ended December 30, 2017 . Income from operations as a percentage of licensing revenue decreased from44.4% during the nine months ended December 30, 2017 to 42.2% during the nine months ended December 29, 2018 , primarily due to higher advertising costs asa percentage of licensing revenue, partially offset by lower corporate allocated expenses.

Jimmy Choo

Income from operations for our Jimmy Choo segment decreased $2.5 million to $3.2 million during the nine months ended December 29, 2018 , compared to$5.7 million for the period from the date of acquisition through December 30, 2017 . Income from operations as a percentage of Jimmy Choo revenue decreasedfrom 5.0% for the period from the date of acquisition through December 30, 2017 to 0.7% during the nine months ended December 29, 2018 , primarily due to anoperating loss of $6.0 million for the first ten months of Fiscal 2019, reflecting our investments in the Jimmy Choo business and transition and integration costs,which negatively impacted income from operations as a percentage of Jimmy Choo revenue by 680 basis points. This decrease was partially offset by an increasein gross profit margin of approximately 220 basis points, reflecting lower cost of goods and a decrease in purchase accounting adjustments, as well as loweroperating expenses of approximately 30 basis points.

Interest Expense, net

Interest expense, net increased $10.9 million to $21.1 million during the nine months ended December 29, 2018 , compared to $10.2 million for the ninemonths ended December 30, 2017 , primarily due to increased interest expense attributable to higher borrowings than in prior year (see Note 10 to theaccompanying consolidated financial statements for additional information). This increase was partially offset by a $6.7 million reduction to interest expenserelated to the cross-currency swap used in the net investment hedge during the nine months ended December 29, 2018 (see Note 13 to the accompanyingconsolidated financial statements for additional information).

Foreign Currency Loss (Gain)

During the nine months ended December 29, 2018 , we recognized a net foreign currency loss of $78.5 million , primarily attributable to a $77.4 millionrealized loss related to forward foreign currency exchange derivative contracts to hedge the transaction price of the Versace acquisition (see Note 13 and Note 20to the accompanying consolidated financial statements for additional information).

During the nine months ended December 30, 2017 , we recognized a net foreign currency gain of $14.7 million , which included a $4.7 million realized gainrelated to a forward foreign currency exchange derivative contract to hedge the transaction price of the Jimmy Choo business, as well as net gains on therevaluation and settlement of certain of our accounts payable in currencies other than the functional currency of the applicable reporting units, as well as theremeasurement of dollar-denominated intercompany loans with certain of our subsidiaries.

Provision for Income Taxes

We recognized $76.0 million of income tax expense during the nine months ended December 29, 2018 , compared to $ 119.9 million for the nine monthsended December 30, 2017 . Our effective tax rate for the nine months ended December 29, 2018 , was 12.7% , compared to 18.0% for the nine months endedDecember 30, 2017 . The decrease in our effective tax rate was primarily due to tax benefits associated with share-based compensation, the favorable impact of theTax Cuts and Jobs Act, as well as an increase in the proportion of earnings generated in lower tax jurisdictions during the nine months ended December 29, 2018 .These decreases were partially offset by a lower favorable effect of our global financing activities during the nine months ended December 29, 2018 , compared tonine months ended December 30, 2017 . The global financing activities are related to our previously disclosed 2014 move of our principal executive office fromHong Kong to the United Kingdom (“U.K.”) and decision to become a U.K. tax resident. In connection with this decision, we funded our international growthstrategy through intercompany debt financing arrangements between certain of our U.S., U.K. and Switzerland subsidiaries in December 2015. Accordingly, due tothe difference in the statutory income tax rates between these jurisdictions, we realized a lower effective tax rate.

Our effective tax rate may fluctuate from time to time due to the effects of changes in U.S. state and local taxes and tax rates in foreign jurisdictions. Inaddition, factors such as the geographic mix of earnings, enacted tax legislation and the results of various global tax strategies, may also impact our effective taxrate in future periods.

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Net Loss Attributable to Noncontrolling Interest

During the nine months ended December 29, 2018 and December 30, 2017 , we recorded net losses attributable to the noncontrolling interest in our jointventures of $0.9 million and $0.2 million , respectively. These losses represent the share of income that is not attributable to the Company.

Net Income Attributable to Capri

As a result of the foregoing, our net income decreased $24.2 million , or 4.4% , to $523.6 million during the nine months ended December 29, 2018 ,compared to $547.8 million for the nine months ended December 30, 2017 .

Liquidity and Capital Resources

Liquidity

Our primary sources of liquidity are the cash flows generated from our operations, along with borrowings available under our credit facilities (see belowdiscussion regarding “Revolving Credit Facilities”) and available cash and cash equivalents. Our primary use of this liquidity is to fund our ongoing cashrequirements, including working capital requirements, acquisitions, debt repayments, investment in information systems infrastructure, global retail storeconstruction, expansion and renovation, distribution and corporate facilities, construction and renovation of shop-in-shops, share repurchases and other corporateactivities. We believe that the cash generated from our operations, together with borrowings available under our revolving credit facility and available cash andcash equivalents, will be sufficient to meet our working capital needs for the next 12 months, including investments made and expenses incurred in connection withour store growth plans, shop-in-shop growth, investments in corporate and distribution facilities, continued systems development, e-commerce and marketinginitiatives. We spent $134.7 million on capital expenditures during the nine months ended December 29, 2018 , and expect to spend approximately $90.0 millionon capital expenditures during the remainder of Fiscal 2019 .

The following table sets forth key indicators of our liquidity and capital resources (in millions):

As of

December 29,

2018 March 31,

2018

Balance Sheet Data: Cash and cash equivalents $ 264.5 $ 163.1Working capital $ 2,052.1 (1) $ 301.8Total assets $ 6,028.4 $ 4,059.0Short-term debt $ 579.4 $ 200.0Long-term debt $ 1,954.7 $ 674.4___________________(1) Includes restricted cash placed in escrow in connection with the acquisition of Versace, which was paid on December 31, 2018.

Nine Months Ended

December 29,

2018 December 30,

2017

Cash Flows Provided By (Used In): Operating activities $ 775.7 $ 873.3Investing activities (215.6) (1,496.8)Financing activities 1,471.7 701.0Effect of exchange rate changes (9.1) 10.3

Net decrease in cash and cash equivalents and restricted cash $ 2,022.7 $ 87.8

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Cash Provided by Operating Activities

Cash provided by operating activities decreased $97.6 million to $775.7 million during the nine months ended December 29, 2018 , as compared to $873.3million for the nine months ended December 30, 2017 , which was primarily due to a decrease related to changes in our working capital, partially offset by anincrease in our net income after non-cash adjustments. The net decrease related to our working capital was primarily attributable to increased in-transit inventoryand inventory purchases, partially offset by the associated increase in accounts payable. In addition, the decrease related to prepaid expenses and other currentassets primarily attributable to the timing of receipts.

Cash Used in Investing Activities

Net cash used in investing activities decreased $1.281 billion to $215.6 million during the nine months ended December 29, 2018 , as compared to $1.497billion during the nine months ended December 30, 2017 , which was primarily attributable to $1.415 billion of cash paid, net of cash acquired in connection withour acquisition of the Jimmy Choo business during the nine months ended December 30, 2017 . This decrease in cash used in investing activities was partiallyoffset by a $77.4 million realized loss related to an undesignated derivative contract during the nine months ended December 29, 2018 , associated with theanticipated acquisition of Versace and higher capital expenditures of $50.9 million during the nine months ended December 29, 2018 compared to prior year,primarily attributable to the build-outs for new and renovated retail stores and expenditures related to corporate infrastructure.

Cash Provided by Financing Activities

Net cash provided by financing activities increased $770.7 million to $1.472 billion during the nine months ended December 29, 2018 , from $701.0 millionduring the nine months ended December 30, 2017 . The increase in cash from financing activities was primarily due to increased debt borrowings of $814.2 million, net of debt repayments, primarily attributable to higher term loan borrowings to finance the acquisition of Versace, partially offset by a $46.2 million increase incash payments to repurchase our ordinary shares.

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Debt Obligations

The following table presents a summary of our borrowing capacity and amounts outstanding as of December 29, 2018 and March 31, 2018 (dollars inmillions):

As of

December 29,

2018 March 31,

2018Senior Unsecured Revolving Credit Facility: Revolving Credit Facility (excluding up to a $500 million accordion feature) (1)

Total Availability $ 1,000.0 $ 1,000.0Borrowings outstanding (2) 500.0 200.0Letter of credit outstanding 17.0 15.9Remaining availability $ 483.0 $ 784.1

Term Loan Facility ($1.6 billion) (3)

Borrowings Outstanding, net of debt issuance costs (4) $ 1,588.1 $ 229.0Remaining availability $ — $ —

4.000% Senior Notes

Borrowings Outstanding, net of debt issuance costs and discount amortization (4) $ 445.1 $ 444.5

Other Borrowings (4) $ 0.9 $ 0.9 Hong Kong Uncommitted Credit Facility:

Total availability (100.0 million Hong Kong Dollars) $ 12.8 $ 12.7Borrowings outstanding (45.0 million Hong Kong Dollars) — —Bank guarantees outstanding (11.8 million Hong Kong Dollars) 1.5 1.5Remaining availability $ 11.3 $ 11.2

Japan Credit Facility:

Borrowings outstanding $ — $ —Total and remaining availability (1.0 billion Japanese Yen) $ 9.1 $ 9.4

Total borrowings outstanding (1) $ 2,534.1 $ 874.4Total remaining availability $ 503.4 $ 804.7

_____________________________(1)

The 2018 Credit Facility contains customary events of default and requires us to maintain a leverage ratio at the end of each fiscal quarter of no greaterthan 3.75 to 1, calculated as the ratio of the sum of total indebtedness as of the date of the measurement plus 6.0 times the consolidated rent expense forthe last four consecutive fiscal quarters, to Consolidated EBITDAR for the last four consecutive fiscal quarters. Consolidated EBITDAR is defined asconsolidated net income plus income tax expense, net interest expense, depreciation and amortization expense, consolidated rent expense and other non-cash charges, subject to certain deductions. The 2018 Credit Facility also includes other customary covenants that limit additional indebtedness,guarantees, liens, acquisitions and other investments and cash dividends. As of December 29, 2018 and March 31, 2018 , we were in compliance with allcovenants related to our agreements then in effect governing our debt.

(2) Recorded as short-term debt in our consolidated balance sheets as of December 29, 2018 and March 31, 2018 .(3)

The prior $1.0 billion term loan facility was fully utilized to finance a portion of the purchase price of our acquisition of Jimmy Choo on November 1,2017 and was fully repaid as of December 29, 2018 . See Note 4 to the accompanying consolidated financial statements for additional information.

(4)

Recorded as long-term debt in our consolidated balance sheets as of December 29, 2018 and March 31, 2018 , except for the current portion of $79.4million outstanding under the 2018 Term Loan Facility, which was recorded within short-term debt at December 29, 2018 .

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We believe that our 2018 Credit Facility is adequately diversified with no undue concentration in any one financial institution. As of December 29, 2018 ,there were 18 financial institutions participating in the facility, with none maintaining a maximum commitment percentage in excess of 10%. We have no reason tobelieve that the participating institutions will be unable to fulfill their obligations to provide financing in accordance with the terms of the 2018 Credit Facility.

See Note 10 in the accompanying financial statements and Note 10 in our Fiscal 2018 Annual Report on Form 10-K for detailed information relating to ourcredit facilities and debt obligations.

Share Repurchase Program

The following table presents our treasury share repurchases during the nine months ended December 29, 2018 and December 30, 2017 (dollars in millions):

Nine Months Ended

December 29,

2018 December 30,

2017

Cost of shares repurchased under share repurchase program $ 200.0 $ 157.8Fair value of shares withheld to cover tax obligations for vested restricted share awards 7.2 3.2

Total cost of treasury shares repurchased $ 207.2 $ 161.0

Shares repurchased under share repurchase program 3,718,237 4,543,500Shares withheld to cover tax withholding obligations 107,712 92,536

3,825,949 4,636,036

As of December 29, 2018 , the remaining availability under our $1.0 billion share repurchase program was $442.2 million . Share repurchases may be madein open market or privately negotiated transactions, subject to market conditions, applicable legal requirements, trading restrictions under our insider tradingpolicy, and other relevant factors. This program may be suspended or discontinued at any time.

See Note 14 to the accompanying consolidated financial statements for additional information.

Contractual Obligations and Commercial Commitments

Please refer to the “Contractual Obligations and Commercial Commitments” disclosure within the “Liquidity and Capital Resources” section of our Fiscal2018 Form 10-K for a detailed disclosure of our other contractual obligations and commitments as of March 31, 2018 .

Off-Balance Sheet Arrangements

We have not created, and are not party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating ourbusiness. Our off-balance sheet commitments relating to our outstanding letters of credit were $18.4 million at December 29, 2018 , including $1.4 million inletters of credit issued outside of the 2018 Credit Facility. In addition, as of December 29, 2018 , bank guarantees of approximately $1.5 million were supported bythe Hong Kong Credit Facility. We do not have any other off-balance sheet arrangements or relationships with entities that are not consolidated into our financialstatements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues,expenses, results of operations, liquidity, capital expenditures or capital resources.

Recent Accounting Pronouncements

See Note 2 to the accompanying interim consolidated financial statements for recently issued accounting standards, which may have an impact on ourfinancial statements and/or disclosures upon adoption.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks during the normal course of our business, such as risk arising from fluctuations in foreign currency exchange rates, aswell as fluctuations in interest rates. In attempts to manage these risks, we employ certain strategies to mitigate the effect of these fluctuations. We enter intoforeign currency forward contracts to manage our foreign currency exposure to the fluctuations of certain foreign currencies. The use of these instrumentsprimarily helps to manage our exposure to our foreign purchase commitments and better control our product costs. We do not use derivatives for trading orspeculative purposes.

Foreign Currency Exchange Risk

Forward Foreign Currency Exchange Contracts

We are exposed to risks on certain purchase commitments to foreign suppliers based on the value of our purchasing subsidiaries’ local currency relative tothe currency requirement of the supplier on the date of the commitment. As such, we enter into forward currency exchange contracts that generally mature in 12months or less and are consistent with the related purchase commitments, to manage our exposure to the changes in the value of the Euro and the Canadian Dollar.These contracts are recorded at fair value in our consolidated balance sheets as either an asset or liability, and are derivative contracts to hedge cash flow risks.Certain of these contracts are designated as hedges for hedge accounting purposes, while certain of these contracts, are not designated as hedges for accountingpurposes. Accordingly, the changes in the fair value of the majority of these contracts at the balance sheet date are recorded in our equity as a component ofaccumulated other comprehensive income, and upon maturity (settlement) are recorded in, or reclassified into, our cost of sales or operating expenses, in ourconsolidated statement of operations and comprehensive income, as applicable to the transactions for which the forward currency exchange contracts wereestablished.

We perform a sensitivity analysis on our forward currency contracts, both designated and not designated as hedges for accounting purposes, to determine theeffects of fluctuations in foreign currency exchange rates. For this sensitivity analysis, we assume a hypothetical change in U.S. Dollar against foreign exchangerates. Based on all foreign currency exchange contracts outstanding as of December 29, 2018 , a 10% appreciation or devaluation of the U.S. Dollar compared tothe level of foreign currency exchange rates for currencies under contract as of December 29, 2018 , would result in a net increase and decrease, respectively, ofapproximately $15.9 million in the fair value of these contracts.

Net Investment Hedges

We are exposed to adverse foreign currency exchange rate movements related to interest from our net investment hedges. The net investment hedges haveaggregate notional amounts of $390.0 million to hedge our net investments in Euro-denominated subsidiaries, and $44.0 million to hedge our net investments inJapanese Yen-denominated subsidiaries against future volatility in the exchange rates between the U.S. Dollar and these currencies. Under the terms of thesecontracts, which mature in November 2024, we will exchange the semi-annual fixed rate payments made under our Senior Notes for fixed rate payments of 1.472% to 1.585% in Euros and 0.89% in Japanese Yen. Based on all net investment hedges outstanding as of December 29, 2018 , a 10% appreciation ordevaluation of the U.S. Dollar compared to the level of foreign currency exchange rates for currencies under contract as of December 29, 2018 , would result in anet increase or decrease of approximately $45.3 million in the fair value of these contracts.

Interest Rate Risk

We are exposed to interest rate risk in relation to borrowings outstanding under our 2018 Term Loan Facility, our 2018 Credit Facility, our Hong Kong CreditFacility and our Japan Credit Facility. Our 2018 Term Loan Facility carries interest at a rate that is based on LIBOR. Our 2018 Credit Facility carries interest ratesthat are tied to LIBOR and the prime rate, among other institutional lending rates (depending on the particular origination of borrowing), as further described inNote 10 to the accompanying consolidated financial statements. Our Hong Kong Credit Facility carries interest at a rate that is tied to the Hong Kong InterbankOffered Rate. Our Japan Credit Facility carries interest at a rate posted by the Mitsubishi UFJ Financial Group. Therefore, our statements of operations andcomprehensive income and cash flows are exposed to changes in those interest rates. At December 29, 2018 , we had $500.0 million in short-term borrowingsoutstanding under our 2018 Credit Facility and $1.588 billion , net of debt issuance costs, outstanding under our 2018 Term Loan Facility. At March 31, 2018 , wehad term loans of $229.8 million and short-term borrowings of $200.0 million outstanding under our prior credit facility. These balances are not indicative offuture balances that may be outstanding under our revolving credit facilities that may be subject to fluctuations in interest rates. Any increases in the applicableinterest rate(s) would cause an increase to the interest expense relative to any outstanding balance at that date.

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Credit Risk

We have outstanding $450.0 million aggregate principal amount of Senior Notes due in 2024. The Senior Notes bear interest at a fixed rate equal to 4.000%per year, payable semi-annually. Our Senior Notes interest rate payable may be subject to adjustments from time to time if either Moody’s or S&P (or a substituterating agency), downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Senior Notes.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer, or CEO, and ChiefFinancial Officer, or CFO, of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under theSecurities and Exchange Act of 1934 (the “Exchange Act”)) as of December 29, 2018 . This evaluation was performed based on the criteria set forth in InternalControl—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), the 2013 Framework. Based on thisassessment, our CEO and CFO concluded that our disclosure controls and procedures as of December 29, 2018 are effective to ensure that information required tobe disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified bythe Securities and Exchange Commission’s rules and forms, and is accumulated and communicated to our management, including our CEO and CFO, to allowtimely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the three months ended December 29, 2018 that have materially affected,or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved in various routine legal proceedings incident to the ordinary course of our business. We believe that the outcome of all pending legalproceedings in the aggregate will not have a material adverse effect on our business, results of operations and financial condition.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A. “Risk Factors” in our AnnualReport on Form 10-K for the fiscal year ended March 31, 2018 , as supplemented by the risk factor set forth in our Form 10-Q for the quarterly period ended June30, 2018, which could materially and adversely affect our business, financial condition or future results. These risks are not the only risks that we face. Ourbusiness operations could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c) Issuer Purchases of Equity Securities

The Company’s share repurchases are made under its $1.0 billion share repurchase program. The Company also has in place a “withhold to cover”repurchase program, which allows the Company to withhold ordinary shares from certain executive officers and directors to satisfy minimum tax withholdingobligations relating to the vesting of their restricted share awards.

The following table provides information of the Company’s ordinary shares repurchased during the three months ended December 29, 2018 :

Total Numberof Shares

Purchased Average PricePaid per Share

Total Number ofShares (or Units)

Purchased as Part ofPublicly AnnouncedPlans or Programs

Maximum Number (orApproximated Dollar Value)

of Shares (or Units) ThatMay Yet Be Purchased

Under the Plans or Programs (inmillions)

September 30 – October 27 975 $ 68.36 — $ 542.2October 28 – November 24 2,059,031 $ 48.59 2,058,296 $ 442.2November 25 – December 29 — $ — — $ 442.2

2,060,006 2,058,296

ITEM 6. EXHIBITS

a. Exhibits

Please refer to the accompanying Exhibit Index included after the signature page of this report for a list of exhibits filed or furnished with this report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersignedthereunto duly authorized on February 7, 2019 .

CAPRI HOLDINGS LIMITED

By: /s/ John D. Idol Name: John D. Idol Title: Chairman & Chief Executive Officer

By: /s/ Thomas J. Edwards, Jr. Name: Thomas J. Edwards, Jr.

Title: Executive Vice President, Chief Financial Officer and Chief Operating

Officer

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INDEX TO EXHIBITS

Exhibit

No. Description

2.1

Stock Purchase Agreement, dated as of September 24, 2018 by and among Allegra Donata Versace Beck, Donatella Versace, Santo Versace,Borgo Luxembourg S.À R.L., Blackstone GPV Capital Partners (Mauritius) VI-D FDI Ltd., Blackstone GPV Tactical Partners (Mauritius)—NLtd. and Capri Holdings Limited (formerly known as Michael Kors Holdings Limtited) (included as Exhibit 2.1 to the Company's CurrentReport on Form 8-K (File No. 001-35368), filed on September 25, 2018 and incorporated herein by reference).

3.1

Amended and Restated Memorandum and Articles of Association of Capri Holdings Limited (included as Exhibit 3.1 to the Company’s CurrentReport on Form 8-K filed on December 31, 2018, and incorporated herein by reference).

10.1

Third Amended and Restated Credit Agreement dated as of November 15, 2018 among Michael Kors (USA), Inc., Capri Holdings Limited(formerly known as Michael Kors Holdings Limited), the foreign subsidiary borrowers party hereto, the guarantors party hereto, the lendersparty hereto, JPMorgan Chase Bank, N.A., as administrative agent and the issuing banks party hereto (included as Exhibit 10.1 to theCompany’s Current Report on Form 8-K (File No. 001-35368), filed on November 16, 2018 and incorporated herein by reference).

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002.

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002.

101.1

The following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended December 29, 2018, formattedin eXtensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and ComprehensiveIncome, (iii) Consolidated Statements of Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to ConsolidatedFinancial Statements.

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Exhibit 31.1

CERTIFICATIONS

I, John D. Idol, certify that:

1. I have reviewed this Form 10-Q of Capri Holdings Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and we have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.

Date: February 7, 2019

By: /s/ John D. Idol John D. Idol Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, Thomas J. Edwards, Jr., certify that:

1. I have reviewed this Form 10-Q of Capri Holdings Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and we have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.

Date: February 7, 2019

By: /s/ Thomas J. Edwards, Jr. Thomas J. Edwards, Jr. Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this quarterly report on Form 10-Q of Capri Holdings Limited (the “Company”) for the quarter ended December 29, 2018 as filed with theSecurities and Exchange Commission on the date hereof (the “Report”), I, John D. Idol, Chief Executive Officer of the Company, hereby certify pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(i) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and(ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Capri Holdings Limited.

Date: February 7, 2019

/s/ John D. Idol John D. Idol Chief Executive Officer (Principal Executive Officer)

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of this Report.

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this quarterly report on Form 10-Q of Capri Holdings Limited (the “Company”) for the quarter ended December 29, 2018 as filed with theSecurities and Exchange Commission on the date hereof (the “Report”), I, Thomas J. Edwards, Jr., Chief Financial Officer of the Company, hereby certify pursuantto 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(i) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and(ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Capri Holdings Limited.

Date: February 7, 2019

/s/ Thomas J. Edwards, Jr. Thomas J. Edwards, Jr. Chief Financial Officer (Principal Financial Officer)

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of this Report.